Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including risks described in the section titled “Risk Factors” and elsewhere in this Quarterly Report, ~~on Form 10-Q,~~ regarding, among other things:

•

~~our financial performance, including our revenue, cost of revenue, operating expenses and our ability to attain and sustain profitability;~~

•our financial performance, including our revenue, cost of revenue, operating expenses, and our ability to maintain and grow our profitability;•

~~the impact of the COVID-19 pandemic on our business, operations, and the markets and communities in which we and our advertisers, partners, manufacturers, suppliers and users operate;~~

•the impact of the COVID-19 pandemic, supply chain disruptions, inflationary pressures, and geopolitical conflicts on our business, operations, and the markets and communities in which we and our advertisers, content providers, Roku TV brand partners, other device licensees, manufacturers, suppliers, retailers, and users operate;•

~~our ability to attract and retain users and increase streaming hours;~~

•our ability to attract and retain users and increase streaming hours;•

~~our ability to attract and retain advertisers;~~

•our ability to attract and retain advertisers;•

~~our ability to attract and retain TV brands and service operators to license and deploy our technology;~~

•our ability to attract and retain TV brands and service operators to license and deploy our technology;•

~~our ability to acquire rights to distribute popular content on our platform on favorable terms, or at all, including the renewals of our existing agreements with content publishers;~~

•our ability to produce or acquire rights to distribute popular content on our platform on favorable terms, or at all, including the renewals of our existing agreements with content publishers;•

~~changes in consumer viewing habits and the growth of TV streaming;~~

•changes in consumer viewing habits and the growth of TV streaming;•

~~the growth of our relevant markets, including the growth in advertising spend on TV streaming platforms, and our ability to successfully grow our business in those markets;~~

•the growth of our relevant markets, including the growth in advertising spend on TV streaming platforms, and our ability to successfully grow our business in those markets;•

~~our ability to adapt to changing market conditions and technological developments;~~

•our ability to adapt to changing market conditions and technological developments;•

~~our ability to develop and launch new streaming products and provide ancillary services and support;~~

•our ability to develop and launch new products and provide ancillary services and support;•

~~our ability to integrate acquired businesses, products and technologies;~~

•our ability to integrate acquired businesses, products, and technologies;•

~~our ability to compete effectively with existing competitors and new market entrants;~~

•our ability to compete effectively with existing competitors and new market entrants;•

~~our ability to successfully manage domestic and international expansion;~~

•our ability to successfully manage domestic and international expansion;•

~~our ability to attract and retain qualified employees and key personnel;~~

•our ability to attract and retain qualified employees and key personnel;•

~~our ability to address potential and actual security breaches and system failures involving our products, systems and operations;~~

•our ability to address potential and actual security breaches and system failures involving our products, systems and operations;•

~~our ability to maintain, protect and enhance our intellectual property; and~~

•our ability to maintain, protect, and enhance our intellectual property; and•

our ability to comply with laws and regulations that currently apply or may become applicable to our business both in the United States and internationally, including compliance with the EU General Data Protection Regulation and the California Consumer Privacy Act.

•our ability to comply with laws and regulations that currently apply or may become applicable to our business both in the United States and internationally, including compliance with privacy and data protection regulations in various U.S. and international jurisdictions.

Other sections of this Quarterly Report ~~on Form 10-Q~~ may include additional factors that could harm our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in, or implied by, any forward-looking statements.

Table of Contents

You should not rely upon forward-looking statements as predictions of future events. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this ~~report~~Quarterly Report or to conform these statements to actual results or to changes in our expectations. You should read this Quarterly Report ~~on Form 10-Q~~ and the documents that we ~~reference~~referenced in ~~this Quarterly Report on Form 10-Q~~ and ~~have~~ filed as exhibits to this ~~report~~Quarterly Report with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

Investors and others should note that we may announce material business and financial information to our investors using our investor relations website ~~(ir.roku.com/investor-relations)~~(roku.com/investor), SEC filings, webcasts, press releases, and conference calls. We use these mediums to communicate with investors and the general public about our company, our products and services, and other issues. It is possible that the information that we make available may be deemed to be material information. We therefore encourage investors, the media and others interested in our company to review the information that we post on our investor relations website.

Roku, the Roku logo and other trade names, trademarks or service marks of Roku appearing in this report are the property of Roku. Trade names, trademarks and service marks of other companies appearing in this report are the property of their respective holders.

iii

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial ~~Statements.~~

Statements

ROKU, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in ~~thousands)~~

thousands, except par value data)

(unaudited)

As of

March 31, 2021

December 31, 2020

Assets

Current Assets:

Cash and cash equivalents

$
2,077,514

$
1,092,815

Restricted cash

83

434

Accounts receivable, net of allowances of $28,256 and $41,236 as of

496,173

523,852

March 31, 2021 and December 31, 2020, respectively

Inventories

41,246

53,895

Prepaid expenses and other current assets

134,375

26,644

Total current assets

2,749,391

1,697,640

Property and equipment, net

155,001

155,197

Operating lease right-of-use assets

265,237

266,197

Intangible assets, net

79,255

62,181

Goodwill

125,684

73,058

Other non-current assets

112,577

16,269

Total Assets

$
3,487,145

$
2,270,542

Liabilities and Stockholders’ Equity

Current Liabilities:

Accounts payable

$
96,468

$
112,314

Accrued liabilities

477,402

347,668

Current portion of long-term debt

6,125

4,874

Deferred revenue, current portion

48,121

55,465

Total current liabilities

628,116

520,321

Long-term debt, non-current portion

87,398

89,868

Deferred revenue, non-current portion

22,618

21,283

Operating lease liability, non-current portion

303,159

307,936

Other long-term liabilities

4,542

3,119

Total Liabilities

1,045,833

942,527

Commitments and contingencies (Note 12)

Stockholders’ Equity:

Common stock, $0.0001 par value

13

13

Additional paid-in capital

2,697,380

1,660,379

Accumulated other comprehensive income

29

29

Accumulated deficit

(256,110
)

(332,406
)
Total stockholders’ equity

2,441,312

1,328,015

Total Liabilities and Stockholders’ Equity

$
3,487,145

$
2,270,542


	As of
	March 31, 2022		December 31, 2021
Assets
Current Assets:
Cash and cash equivalents	$	2,235,092	$	2,146,043
Accounts receivable, net of allowances of $35,338 and $56,827 as of	675,705		752,393
March 31, 2022 and December 31, 2021, respectively
Inventories	72,863		50,276
Prepaid expenses and other current assets	119,127		105,795
Total current assets	3,102,787		3,054,507
Property and equipment, net	186,308		177,567
Operating lease right-of-use assets	401,154		345,660
Intangible assets, net	79,659		84,126
Goodwill	161,519		161,519
Other non-current assets	294,821		258,766
Total Assets	$	4,226,248	$	4,082,145
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	137,550	$	124,921
Accrued liabilities	574,848		549,055
Current portion of long-term debt	88,648		9,883
Deferred revenue, current portion	54,408		45,760
Total current liabilities	855,454		729,619
Long-term debt, non-current portion	—		79,985
Deferred revenue, non-current portion	25,647		28,726
Operating lease liability, non-current portion	444,115		394,724
Other long-term liabilities	87,867		82,485
Total Liabilities	1,413,083		1,315,539
Commitments and contingencies (Note 12)	0		0
Stockholders’ Equity:
Common stock, $0.0001 par value	14		14
Additional paid-in capital	2,929,519		2,856,572
Accumulated other comprehensive income (loss)	(41)		41
Accumulated deficit	(116,327)		(90,021)
Total stockholders’ equity	2,813,165		2,766,606
Total Liabilities and Stockholders’ Equity	$	4,226,248	$	4,082,145

See accompanying notes to condensed consolidated financial statements.

Table of Contents

ROKU, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

Three Months Ended

March 31,
2021

March 31,
2020

Net Revenue:

Platform

$
466,526

$
232,557

Player

107,657

88,209

Total net revenue

574,183

320,766

Cost of Revenue:

Platform

154,590

101,936

Player

92,822

77,729

Total cost of revenue

247,412

179,665

Gross Profit:

Platform

311,936

130,621

Player

14,835

10,480

Total gross profit

326,771

141,101

Operating Expenses:

Research and development

101,581

88,278

Sales and marketing

88,873

68,248

General and administrative

60,511

39,740

Total operating expenses

250,965

196,266

Income (Loss) from Operations

75,806

(55,165
)
Other Income (Expense), Net:

Interest expense

(742
)

(863
)
Other income (expense), net

441

1,261

Total other income (expense), net

(301
)

398

Income (Loss) Before Income Taxes

75,505

(54,767
)
Income tax (benefit) expense

(791
)

(155
)
Net Income (Loss)

$
76,296

$
(54,612
)

Net income (loss) per share — basic

$
0.59

$
(0.45
)
Net income (loss) per share — diluted

$
0.54

$
(0.45
)

Weighted-average common shares outstanding — basic

129,674

120,180

Weighted-average common shares outstanding — diluted

140,328

120,180


	Three Months Ended
	March 31, 2022		March 31, 2021
Net Revenue:
Platform	$	646,904	$	466,526
Player	86,795		107,657
Total net revenue	733,699		574,183
Cost of Revenue:
Platform	266,985		154,590
Player	101,907		92,822
Total cost of revenue	368,892		247,412
Gross Profit (Loss):
Platform	379,919		311,936
Player	(15,112)		14,835
Total gross profit	364,807		326,771
Operating Expenses:
Research and development	163,998		101,581
Sales and marketing	146,522		88,873
General and administrative	77,777		60,511
Total operating expenses	388,297		250,965
Income (Loss) from Operations	(23,490)		75,806
Other Income (Expense), Net:
Interest expense	(1,057)		(742)
Other income (expense), net	409		441
Total other income (expense), net	(648)		(301)
Income (Loss) Before Income Taxes	(24,138)		75,505
Income tax expense (benefit)	2,168		(791)
Net Income (Loss)	$	(26,306)	$	76,296

Net income (loss) per share — basic	$	(0.19)	$	0.59
Net income (loss) per share — diluted	$	(0.19)	$	0.54

Weighted-average common shares outstanding — basic	135,539		129,674
Weighted-average common shares outstanding — diluted	135,539		140,328

See accompanying notes to condensed consolidated financial statements.

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ROKU, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(unaudited)


	Three Months Ended
	March 31, 2022		March 31, 2021
Net Income (Loss)	$	(26,306)	$	76,296
Other comprehensive loss, net of tax:
Foreign currency translation adjustment	(82)		—
Comprehensive Net Income (Loss)	$	(26,388)	$	76,296

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ROKU, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)

Additional

Accumulated

Total

Common Stock

Paid-in

Other Comprehensive

Accumulated

Stockholders’

Shares

Amount

Capital

Income

Deficit

Equity

Three Months Ended March 31, 2021

Balance—December 31, 2020

128,004

13

1,660,379

29

(332,406
)

1,328,015

Vesting of early exercised stock options

—

—

4

—

—

4

Issuance of common stock pursuant to equity incentive plans

1,663

—

6,705

—

—

6,705

Issuance of common stock in connection with at-the-market offering, net of issuance costs of $10.4 million

2,637

—

989,615

—

—

989,615

Stock-based compensation expense

—

—

40,677

—

—

40,677

Net income (loss)

—

—

—

—

76,296

76,296

Balance—March 31, 2021

132,304

$
13

$
2,697,380

$
29

$
(256,110
)

$
2,441,312

Three Months Ended March 31, 2020

Balance—December 31, 2019

119,897

12

1,012,218

29

(313,833
)

698,426

Vesting of early exercised stock options

—

—

17

—

—

17

Issuance of common stock pursuant to equity incentive plans

760

—

2,743

—

—

2,743

Stock-based compensation expense

—

—

30,405

—

—

30,405

Adoption of ASU 2016-13

—

—

—

—

(1,066
)

(1,066
)
Net income (loss)

—

—

—

—

(54,612
)

(54,612
)
Balance—March 31, 2020

120,657

$
12

$
1,045,383

$
29

$
(369,511
)

$
675,913


				Additional		Accumulated				Total
	Common Stock			Paid-in		Other Comprehensive		Accumulated		Stockholders’
	Shares	Amount		Capital		Income (Loss)		Deficit		Equity
Three Months Ended March 31, 2022







Balance—December 31, 2021	135,137	$	14	$	2,856,572	$	41	$	(90,021)	$	2,766,606
Issuance of common stock pursuant to equity incentive plans	834	—		3,352		—		—		3,352
Stock-based compensation expense	—	—		69,595		—		—		69,595
Foreign currency translation adjustment	—	—		—		(82)		—		(82)
Net income (loss)	—	—		—		—		(26,306)		(26,306)
Balance—March 31, 2022	135,971	$	14	$	2,929,519	$	(41)	$	(116,327)	$	2,813,165

				Additional		Accumulated				Total
	Common Stock			Paid-in		Other Comprehensive		Accumulated		Stockholders’
	Shares	Amount		Capital		Income		Deficit		Equity
Three Months Ended March 31, 2021









Balance—December 31, 2020	128,004	$	13	$	1,660,379	$	29	$	(332,406)	$	1,328,015
Vesting of early exercised stock options	—	—		4		—		—		4
Issuance of common stock pursuant to equity incentive plans	1,663	—		6,705		—		—		6,705
Issuance of common stock in connection with at-the-market offering, net of issuance costs of $10,400	2,637	—		989,615		—		—		989,615
Stock-based compensation expense	—	—		40,677		—		—		40,677
Net income (loss)	—	—		—		—		76,296		76,296
Balance—March 31, 2021	132,304	$	13	$	2,697,380	$	29	$	(256,110)	$	2,441,312

See accompanying notes to condensed consolidated financial statements.

Table of Contents

ROKU, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Three Months Ended							Three Months Ended
	March 31, 2021			March 31, 2020				March 31, 2022		March 31, 2021
Cash flows from operating activities:							Cash flows from operating activities:
Net Income (Loss)	$	76,296		$	(54,612	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Net income (loss)							Net income (loss)	$	(26,306)	$	76,296
Adjustments to reconcile net income (loss) to net cash provided by operating activities:							Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		9,605			8,448		Depreciation and amortization	11,486		9,605
Stock-based compensation expense		40,537			30,405		Stock-based compensation expense	69,580		40,537
Amortization of right-of-use assets		6,458			9,213		Amortization of right-of-use assets	11,143		6,458
Amortization of content assets		9,818			6,123		Amortization of content assets	44,452		9,818
Provision for doubtful accounts		(54	)		3,788
Provision for (recoveries of) doubtful accounts							Provision for (recoveries of) doubtful accounts	1,013		(54)
Other items, net		31			(14	)	Other items, net	(264)		31
Changes in operating assets and liabilities:							Changes in operating assets and liabilities:
Accounts receivable		32,608			32,458		Accounts receivable	75,675		32,608
Inventories		12,649			5,736		Inventories	(22,587)		12,649
Prepaid expenses and other current assets		(19,001	)		(967	)	Prepaid expenses and other current assets	(15,751)		(19,001)
Other non-current assets		(60,484	)		1,469		Other non-current assets	(9,764)		(60,484)
Accounts payable		(18,857	)		(13,650	)	Accounts payable	12,307		(18,857)
Accrued liabilities		29,052			4,797		Accrued liabilities	(45,513)		29,052
Operating lease liabilities		(12,436	)		13,560		Operating lease liabilities	(9,193)		(12,436)
Other long-term liabilities		548			1,166		Other long-term liabilities	(49)		548
Deferred revenue		(10,971	)		(1,979	)	Deferred revenue	5,569		(10,971)
Net cash provided by operating activities		95,799			45,941		Net cash provided by operating activities	101,798		95,799
Cash flows from investing activities:							Cash flows from investing activities:
Purchases of property and equipment		(3,717	)		(45,317	)	Purchases of property and equipment	(14,764)		(3,717)
Acquisitions of businesses, net of cash acquired		(102,804	)		—
Proceeds from escrows associated with acquisition		—			1,058
Acquisition of businesses, net of cash acquired							Acquisition of businesses, net of cash acquired	—		(102,804)
Net cash used in investing activities		(106,521	)		(44,259	)	Net cash used in investing activities	(14,764)		(106,521)
Cash flows from financing activities:							Cash flows from financing activities:
Proceeds from equity issued under at-the-market offerings, net of offering costs		989,615			—
Proceeds from borrowings, net of issuance costs		—			69,325
Proceeds from equity issued under at-the-market offering, net of issuance costs							Proceeds from equity issued under at-the-market offering, net of issuance costs	—		989,615
Repayments of borrowings		(1,250	)		(1,250	)	Repayments of borrowings	(1,250)		(1,250)
Proceeds from equity issued under incentive plans		6,705			2,743		Proceeds from equity issued under incentive plans	3,352		6,705
Net cash provided by financing activities		995,070			70,818		Net cash provided by financing activities	2,102		995,070
Net increase in cash, cash equivalents and restricted cash		984,348			72,500		Net increase in cash, cash equivalents and restricted cash	89,136		984,348
Cash, cash equivalents and restricted cash —Beginning of period		1,093,249			517,333
Cash, cash equivalents and restricted cash —End of period	$	2,077,597		$	589,833
Effect of exchange rate changes on cash, cash equivalents and restricted cash							Effect of exchange rate changes on cash, cash equivalents and restricted cash	(82)		—
Cash, cash equivalents and restricted cash —beginning of period							Cash, cash equivalents and restricted cash —beginning of period	2,147,670		1,093,249
Cash, cash equivalents and restricted cash —end of period							Cash, cash equivalents and restricted cash —end of period	$	2,236,724	$	2,077,597
Cash, cash equivalents and restricted cash at end of period:							Cash, cash equivalents and restricted cash at end of period:
Cash and cash equivalents		2,077,514			588,294		Cash and cash equivalents	2,235,092		2,077,514
Restricted cash		83			1,539
Cash, cash equivalents and restricted cash —End of period	$	2,077,597		$	589,833
Restricted cash, current							Restricted cash, current	—		83
Restricted cash, non-current							Restricted cash, non-current	1,632		—
Cash, cash equivalents and restricted cash —end of period							Cash, cash equivalents and restricted cash —end of period	$	2,236,724	$	2,077,597


	Fair Values
Assets acquired
Cash and cash equivalents	$	7
Accounts receivable	5,830
Prepaid expenses and other current assets	7,310
Property and equipment, net	307
Intangible assets:
Tradename	20,000
Customer relationships	700
Goodwill	46,671
Operating lease right-of-use assets	5,498
Other non-current assets	23,487
Total assets acquired	109,810
Liabilities assumed
Accounts payable and accrued liabilities	(2,747)
Deferred revenue, current portion	(4,146)
Operating lease liabilities, non-current portion	(4,262)
Deferred revenue, non-current portion	(816)
Other long-term liabilities	(28)
Total liabilities assumed	(11,999)
Total purchase consideration	$	97,811

The revenue, cost of revenue and gross profit recorded by the Company in its condensed consolidated statement of operations from the acquisition date of March 19, 2021 to March 31, 2021 are not material.

Supplemental balance sheet information related to leases is as follows (in thousands, except lease term and discount ~~rate~~rate):

Future lease payments under operating leases as of March 31, ~~2021~~2022 are as follows (in thousands):

The fair value of options granted under the equity incentive plans is estimated on the grant date using the Black-Scholes option-valuation model. The assumptions used in the Black-Scholes model are as follows:

Revenue in international marketswas less than 10% in each of the periods presented. Substantially all Company assets were held in the United States and were attributable to the operations in the United States as of March 31, ~~2021~~2022 and December 31, ~~2020.~~

Risks Related to Our Business and Industry

•

~~the highly competitive nature of the TV streaming industry that is rapidly evolving;~~

•the highly competitive nature of the TV streaming industry that is rapidly evolving;•

~~our ability to monetize our streaming platform;~~

•our ability to monetize our streaming platform;•

~~our ability to attract advertisers and advertising agencies to our demand-side advertising platform;~~

•our ability to attract advertisers and advertising agencies to our demand-side advertising platform;•

~~our ability to develop relationships with TV brands and service operators;~~

•our ability to develop relationships with TV brands and service operators;•

~~our ability to establish and maintain relationships with important content publishers;~~

•our ability to establish and maintain relationships with important content publishers;•

~~popular or new content publishers not publishing their content on our streaming platform;~~

•popular or new content publishers not publishing their content on our streaming platform;•

~~maintaining an adequate supply of quality video ad inventory on our platform and selling the available supply;~~

•maintaining an adequate supply of quality video ad inventory on our platform and selling the available supply;•

~~content publishers electing not to participate in platform features that we develop;~~

•content publishers electing not to participate in platform features that we develop;•

~~irrelevant or unengaging advertising, marketing campaigns or other promotional advertising on our platform;~~

•irrelevant or unengaging advertising, marketing campaigns, or other promotional advertising on our platform;•

~~our ability to attract users to and generate revenue from The Roku Channel;~~

•our ability to attract users to and generate revenue from The Roku Channel;•

~~users signing up for offerings and services outside of our platform;~~

•users signing up for offerings and services outside of our platform;•

~~the evolution of our industry and the impact of many factors that our outside of our control;~~

•the evolution of our industry and the impact of many factors that are outside of our control;•

~~changes in consumer viewing habits;~~

•our and our Roku TV brand partners’ reliance on retail sales channels to sell products;•

~~our and our Roku TV brand partners’ reliance on retail sales channels to sell products;~~

•our ability to build a strong brand and maintain customer satisfaction and loyalty;•

~~our ability to build a strong brand and maintain customer satisfaction and loyalty;~~

•advertiser or advertising agency delayed payment or failure to pay;•

~~advertiser and/or advertising agency delayed payment or failure to pay;~~

•maintaining adequate customer support levels;•

~~maintaining adequate customer support levels;~~

•our ability to manage streaming device and other product introductions and transitions;•

~~our ability to manage streaming device and other product introductions and transitions;~~

•our and our Roku TV brand partners’ reliance on contract manufacturers and limited manufacturing capabilities;•

~~our and our Roku TV brand partners’ reliance on contract manufacturers and limited manufacturing capabilities;~~

•our ability to forecast manufacturing requirements and manage our supply chain and inventory levels;•

~~our ability to forecast manufacturing requirements and manage inventory;~~

•decreased availability or increased costs for materials and components used in the manufacturing of our players and Roku TV models;•

~~our ability to obtain key components from sole source suppliers;~~

•our ability to obtain key components from sole source suppliers;•

~~interoperability of our streaming devices with content publishers’ offerings, technologies and systems;~~

•interoperability of our streaming devices with content publishers’ offerings, technologies, and systems;•

~~detecting hardware errors or software bugs in our products before they are released to users;~~

•detecting hardware errors or software bugs in our products before they are released to users;•

~~component manufacturing, design or other defects that render our devices permanently inoperable;~~

•component manufacturing, design, or other defects that render our devices permanently inoperable;•

~~our ability to obtain necessary or desirable third-party technology licenses;~~

•our ability to obtain necessary or desirable third-party technology licenses;

Risks Related to Operating and Growing Our Business

•

~~our history of operating losses;~~

•our history of operating losses;•

~~volatility of our quarterly operating results that could cause our stock price to decline;~~

•volatility of our quarterly operating results that could cause our stock price to decline;•

~~our ability to manage our growth;~~

•

~~our ability to successfully expand our international operations;~~

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•our ability to manage our growth;•

~~seasonality of our business and its impact our revenue and gross profit;~~

•our ability to successfully expand our international operations;•

~~attracting and retaining key personnel and managing succession;~~

•seasonality of our business and its impact on our revenue and gross profit;•

~~maintaining systems that can support our growth, business arrangements and financial rules;~~

•attracting and retaining key personnel and managing succession;•

~~our ability to successfully complete acquisitions and investments and integrate acquired businesses;~~

•maintaining systems that can support our growth, business arrangements, and financial rules;•

~~our ability to comply with the terms of our outstanding credit facility;~~

•our ability to successfully complete acquisitions and investments and integrate acquired businesses;•

~~our ability to secure funds to meet our financial obligations and support our planned business growth;~~

•our ability to comply with the terms of our outstanding credit facility;

•our ability to secure funds to meet our financial obligations and support our planned business growth;

Risks Related to Cybersecurity, Reliability, and Data Privacy

•

~~significant disruptions of information technology systems or data security breaches;~~

•significant disruptions of information technology systems or data security incidents;•

~~legal obligations and potential liability related to our users’ personal information;~~

•legal obligations and potential liability or reputational harm related to the protection of personal and confidential information;•

~~our actual or perceived failure to adequately protect personal and confidential information;~~

•disruptions in computer systems or other services that result in a degradation of our platform;•

~~disruptions in computer systems or other services that result in a degradation of our platform;~~

•changes in how network operators manage data that travel across their networks;•

~~changes in how network operators manage data that travel across their networks;~~

Risks Related to Intellectual Property

•

~~litigation resulting in the loss of important intellectual property rights;~~

•litigation resulting in the loss of important intellectual property rights;•

~~failure to protect or enforce our intellectual property or proprietary rights;~~

•failure or inability to protect or enforce our intellectual property or proprietary rights;•

~~our use of open source software;~~

•our use of open source software;•

~~our agreement to indemnify certain of our partners if our technology is alleged to infringe on third-parties’ intellectual property rights;~~

•our agreements to indemnify certain of our partners if our technology is alleged to infringe on third parties’ intellectual property rights;

Risks Related to Macroeconomic Conditions

•

~~the current and future impact of the COVID-19 pandemic on our business;~~

•the current and future impact of the COVID-19 pandemic, supply chain disruptions, and inflationary pressures on our business;•

~~natural disasters or other catastrophic events;~~

•natural disasters, geopolitical conflicts, or other natural or man-made catastrophic events;

Legal and Regulatory Risks

•

~~enactment of or changes to government regulation or laws related to our business;~~

•enactment of or changes to government regulation or laws related to our business;•

~~changes in general economic conditions, geopolitical conditions, and/or U.S. trade and sanctions policies that impact our business;~~

•changes in U.S. or foreign trade policies, geopolitical conditions, and general economic conditions that impact our business;•

~~U.S. or international rules that permit ISPs to limit internet data consumption by users;~~

•U.S. or international rules (or the absence of rules) that permit internet access network operators to degrade users’ internet service speeds or limit internet data consumption by users;•

~~changes to current or future laws, regulations or government actions that impact our partners;~~

•liability for content that is distributed through or advertising that is served through our platform;•

~~liability for content that is distributed through or advertising that is served through our platform;~~

•our ability to maintain effective internal controls over financial reporting;•

~~our ability to maintain effective internal controls over financial reporting;~~

•the impact of changes in accounting principles;•

~~the impact of changes in accounting principles;~~

•compliance with laws and regulations related to the payment of income taxes and collection of indirect taxes;•

~~compliance with laws and regulations related to the collection of sales tax and payment of income tax;~~

•changes to U.S. or foreign taxation laws or regulations;•

~~changes to U.S. or foreign taxation laws or regulations;~~

•regulatory inquiries, investigations, and proceedings;•

~~regulatory inquiries, investigations and proceedings;~~

Risks Related to Ownership of ~~our~~Our Class A Common Stock

•

~~the dual class structure of our Class A common stock;~~

•the dual class structure of our common stock;•

~~the volatility in the trading price of our Class A common stock;~~

•volatility in the trading price of our Class A common stock;•

~~potential dilution or a decline in our stock price caused by future sales or issuance of our capital stock or rights to purchase capital stock;~~

•potential dilution or a decline in our stock price caused by future sales or issuance of our capital stock or rights to purchase capital stock;•

~~a decline in our stock prices caused by future sales by existing stockholders;~~

•a decline in our stock prices caused by future sales by existing stockholders;•

~~dependency on favorable securities and industry analyst reports;~~

•dependency on favorable securities and industry analyst reports;•

~~the significant legal, accounting and other expenses associated with being a publicly-traded company;~~

•the significant legal, accounting, and other expenses associated with being a publicly traded company;•

~~the absence of dividends on our Class A or Class B common stock;~~

•the absence of dividends on our Class A or Class B common stock;•

~~anti-takeover provisions in our charter; and~~

•anti-takeover provisions in our charter and bylaws; and•

the limitations resulting from our selection of the Delaware Court of Chancery and the federal district courts of the United States as the exclusive forums for substantially all disputes between us and our stockholders.

•the limitations resulting from our selection of the Delaware Court of Chancery and the U.S. federal district courts as the exclusive forums for substantially all disputes between us and our stockholders.

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Risks Related to Our Business and Industry

TV streaming is highly competitive and many companies, including large technology companies, content owners and aggregators, TV brands, and service operators, are actively focusing on this industry. If we fail to differentiate ourselves and compete successfully with these companies, it will be difficult for us to attract and retain users and our business will be harmed.*

TV streaming is highly competitive and global. Our success depends in part on attracting users to and retaining users on, and the effective monetization of, our streaming platform. To attract and retain users, we need to be able to respond efficiently to changes in consumer tastes and preferences and to offer our users access to the content they love on terms that they accept. Effective monetization requires us to continue to update the features and functionality of our streaming platform for users, content publishers, and advertisers. We also must effectively support popular sources of streaming content that are available on our platform, such as Amazon Prime Video, Disney+, Discovery+, HBO Max, Hulu, Paramount+, Peacock, Netflix, and YouTube. And we must respond rapidly to actual and anticipated market trends in the TV streaming industry.

~~Companies~~

Large technology companies such as Amazon, Apple, and Google offer TV streaming devices that compete with our streaming players. In addition, Google licenses its Android operating system software for integration into smart TVs and service provider set-top boxes, and Amazon licenses its operating system software for integration into smart TVs and sells Amazon-branded smart TVs. These companies have greater financial resources than we do and can subsidize the cost of their streaming devices or licensing arrangements in order to promote their other products and services, which could make it harder for us to acquire new users, retain existing users, and increase streaming hours. These companies could also implement standards or technology that are not compatible with our products or that provide a better streaming experience. These companies also have greater resources to promote their brands through ~~traditional forms of~~ advertising ~~such as TV commercials, as well as digital advertising or website product placement, and have greater resources to devote to such efforts~~ than we do.

In addition, many TV brands offer their own TV streaming solutions within their TVs. Other devices, such as game consoles, ~~and many DVD and Blu-ray players,~~ also incorporate TV streaming functionality. Similarly, some service operators, such as Comcast, offer TV streaming applications and devices as part of their cable service plans and can leverage their existing consumer bases, installation networks, broadband delivery networks, and name recognition to gain traction in the TV streaming market. If consumers of TV streaming content prefer alternative products to our streaming players and our ~~partners'~~partners’ Roku TV models, we may not be able to achieve our expected growth in active accounts, streaming hours, revenue, gross profit or ARPU.

We also compete for streaming hours with mobile streaming applications on smartphones and tablets, and users may prefer to view streaming content on such applications. Increased use of mobile or other platforms for TV streaming could adversely impact the growth of our streaming hours, harm our competitive position, and otherwise harm our business.

We expect competition in TV streaming from the large technology companies and service operators described above, as well as new and growing companies, to increase in the future. This increased competition could result in pricing pressure, lower revenue, and gross profit or the failure of our players, Roku TV models, or our platform to gain or maintain broad market acceptance. To remain competitive and maintain our position as a leading TV streaming platform, we need to continuously invest in our platform, product development, marketing, service and support, and device distribution infrastructure. In addition, evolving TV standards such as 8K ~~HDR~~ and unknown future developments may require further investments in the development of our players, Roku TV models, and our platform. We may not have sufficient resources to continue to make the investments needed to maintain our competitive position. In addition, most of our competitors have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical, sales, marketing, and other resources than us, which provide them with advantages in developing, marketing, or servicing new products and offerings. As a result, they may be able to respond more quickly to market demand, devote greater resources to the development, promotion, sales, and distribution of their products or their content, and influence market acceptance of their products better than we can. These competitors may also be able to adapt more quickly to new or emerging technologies or standards and may be able to deliver products and services at a lower cost. Increased competition could reduce our sales volume, revenue, and operating margins, increase our operating costs, harm our competitive position, and otherwise harm our business.

~~In July 2018,~~

To enhance our users’ experience, we ~~introduced our~~also offer audio products, including Roku ~~TV Wireless Speakers, designed specifically for use with~~Streambars, Roku ~~TV models, in September 2019, we launched our Roku Smart Soundbar~~wireless speakers, and Roku ~~Wireless Subwoofer and in September 2020, we launched our Roku Streambar.~~wireless subwoofers. As a result, ~~of these developments,~~ we may face additional competition from makers of TV audio speakers and soundbars, as well as makers of other TV peripheral devices. While sales of our audio products have not generated material amounts of revenue, if these products do not operate as designed or do not enhance the Roku TV or other viewing experience as we intend, our users’ overall viewing experience may be diminished, and this may impact the overall demand for Roku TV models or our other products.

~~We also compete for video viewing hours with mobile platforms (phones and tablets), and users may prefer to view streaming content on such devices. Increased use~~

Table of ~~mobile or other platforms for TV streaming could adversely impact the growth of our streaming hours, harm our competitive position and otherwise harm our business.~~

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Our future growth depends on the acceptance and growth of over-the-top (“OTT”) advertising and OTT advertising platforms.*

We operate in a highly competitive advertising industry and we compete for revenue from advertising with other streaming platforms and services, including digital and social media platforms, as well as traditional media, such as radio, broadcast, cable and satellite TV, and satellite and internet radio. These competitors offer content and other advertising mediums that may be more attractive to advertisers than our streaming platform. These competitors are often very large and have more advertising experience and financial resources than we do, which may adversely affect our ability to compete for advertisers and may result in lower revenue and gross profit from advertising. If we are unable to increase our revenue from advertising by, among other things, continuing to improve our platform’s capabilities to further optimize and measure advertisers’ campaigns, ~~increase~~increasing our advertising inventory, and ~~expand~~expanding our advertising sales team and programmatic capabilities, our business and our growth prospects may be harmed. We may not be able to compete effectively or adapt to any such changes or trends, which would harm our ability to grow our advertising revenue and would harm our business.

Many advertisers continue to devote a substantial portion of their advertising budgets to traditional advertising, such as ~~linear~~legacy TV, radio, and ~~print.~~print, and to advertising through digital and social media platforms. The future growth of our business depends on the growth of OTT advertising and on advertisers increasing their spend on advertising on our platform. Although ~~traditional~~legacy TV advertisers have shown growing interest in OTT advertising, we cannot be certain that their interest will continue to increase or that they will not revert to ~~traditional~~legacy TV advertising, especially if our users no longer stream TV or significantly reduce the amount of TV they stream ~~either~~ as a result of ~~lifting of stay-at-home orders,~~ the ~~end~~COVID-19 pandemic waning, as a result of the ~~COVID-19 pandemic~~launch of new hybrid broadcast standards (such as ATSC 3.0), or for other reasons. In addition, if we are unable to compete with digital and social media platforms to win business from advertisers and agencies who have traditionally advertised on these platforms, such as direct-to-consumer and small or medium-sized businesses, our ability to grow our business may be limited. If advertisers, or their agency relationships, do not perceive meaningful benefits of OTT advertising, the market may develop more slowly than we expect, which could adversely impact our operating results and our ability to grow our business.

Finally, there is political pressure in some countries to limit OTT advertising or impose local content requirements on OTT services, which could pose a threat to our services.

We may not be successful in our efforts to further monetize our streaming platform, which may harm our business.

Our business model depends on our ability to generate platform revenue from advertisers and content publishers. We generate platform revenue primarily from the sale of digital advertising and ~~audience development campaigns that run across our streaming platform~~related services, and ~~from~~ content distribution ~~services.~~services (such as subscription and transaction revenue shares, media and entertainment promotional spending, the sale of Premium Subscriptions, and the sale of branded channel buttons on remote controls). As such, we are seeking to expand the number of active accounts and increase the number of hours that are streamed across our platform in an effort to create additional platform revenue opportunities. As our user base grows and as we increase the amount of content offered and streamed across our platform, we must effectively monetize our expanding user base and streaming activity. The total number of streaming hours, however, does not correlate with platform revenue on a period-by-period basis, primarily because we do not monetize every hour streamed or every user on our platform. Moreover, streaming hours on our platform are measured whenever a player or a Roku TV is streaming content, whether a viewer is actively watching or not. For example, if a player is connected to a TV, and the viewer turns off the TV, steps away, or falls asleep and does not stop or pause the player, then the particular streaming channel may continue to play content for a period of time determined by the streaming channel. We believe that this also occurs across a wide variety of non-Roku streaming devices and other set-top boxes. ~~Beginning in the third quarter of 2019 through~~Since the first quarter of 2020, ~~we updated the~~all Roku devices include a Roku OS ~~with a~~ feature that is designed to identify when content has been continuously streaming on a channel for an extended period of time without user interaction. This feature ~~which we refer to as “Are you still watching,”~~ periodically prompts the user to confirm that they are still watching the selected channel and closes the channel if the user does not respond affirmatively. ~~We believe that the implementation of this feature across the Roku platform benefits us, our customers, channel partners and advertisers.~~ Some of our leading channel partners, including Netflix, also have similar features within their channels. This Roku OS feature supplements these channel ~~features.~~features, and we believe that it benefits us, our users, channel partners, and advertisers. This feature has not had and is not expected to have a material impact on our financial performance.

Our ability to deliver more relevant advertisements to our users and to increase our platform’s value to advertisers and content publishers depends on the collection of user engagement data, which may be restricted or prevented by a number of factors. Users may decide to opt out or restrict our ability to collect personal viewing data or to provide them with more relevant advertisements. Content publishers may also refuse to allow us to collect data regarding user engagement or refuse to implement mechanisms we request to ensure compliance with our legal obligations or technical requirements. For example, we are not able to fully utilize program level viewing data from many of our most popular

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channels to improve the relevancy of advertisements provided to our users. Other channels available on our platform, such as Amazon Prime Video, Apple TV+, Hulu, and YouTube, are focused on increasing user engagement and time spent within their ~~channel~~channels by allowing users to purchase additional content and streaming services within their ~~channels. In addition,~~channels, for which we ~~do not currently monetize content provided~~may earn less revenue than activations on ~~non-certified channels, which are not displayed in~~or through our ~~channel store and must be added manually by the user, on our streaming~~ platform. If our users spend most of their time within particular channels where we have limited or no ability to place advertisements or leverage user information, or our users opt out from our ability to collect data for use in providing more relevant advertisements, we may not be able to achieve our expected growth in platform revenue or gross profit. If we are unable to further monetize our streaming platform, our business may be harmed.

In order to materially increase the monetization of our streaming platform through the sale of video advertising, we will need our users to stream significantly more ad-supported content. Our efforts to monetize our streaming platform through ad-supported content are still developing and may not continue to grow as we expect. ~~Further, while we have experienced, and expect to continue to experience, growth in our revenue from advertising, our efforts to monetize our streaming platform through the distribution of~~ ~~advertising-supported video on demand~~ ~~(“AVOD”) content are still developing and our advertising revenue may not grow as we expect.~~ This means of monetization will require us to continue to attract advertising dollars to our streaming platform as well as deliver ~~AVOD~~ad-supported content that appeals to users. Accordingly, there can be no assurance that we will be successful in monetizing our streaming platform through the distribution of ad-supported content.

If we are unable to attract advertisers or advertising agencies to our OneView ~~Ad Platform~~ad platform or if we are not successful in running a demand-side advertising platform, our business may be harmed.

~~In 2020, we announced the rebranding of the~~

Through our OneView ~~Ad Platform, a demand-side~~ad platform, ~~through which~~ advertisers and advertising agencies can programmatically purchase and manage their OTT, desktop and mobile advertising campaigns. OneView leverages the demand-side platform ~~(“DSP”)~~ developed by dataxu, which we acquired in November 2019, and integrates the reach, inventory, and capabilities of our proprietary advertising products and services. The market for programmatic OTT ad buying is an emerging market, and our current and potential advertisers and advertising agencies may not shift to programmatic ad buying from other buying methods as quickly as we expect or at all. If the market for programmatic OTT ad buying deteriorates or develops more slowly than we expect, advertisers and advertising agencies may not use OneView or we may not attract prospective advertisers or advertising agencies to OneView, and our business could be harmed. In addition, we have limited experience running a ~~DSP~~demand-side platform, and if OneView does not have the functionality or services expected by advertisers or advertising agencies, we may not be able to attract their advertising spend to OneView, or our existing customers may not maintain or increase their spend on OneView. Moreover, our ownership of OneView may negatively impact the ability of OneView to purchase advertising on non-Roku platforms. If we fail to adapt to our rapidly changing industry or to our ~~customers~~customers’ evolving needs, advertisers and advertising agencies will not adopt OneView, and our business may be harmed. We also may not be able to compete effectively with more established ~~DSPs~~demand-side platforms or be able to adapt to changes or trends in programmatic OTT advertising, which would harm our ability to grow our advertising revenue and harm our business.

Our growth will depend in part on our ability to develop, maintain, and expand ~~our~~ relationships with TV brand partners in the United States and international markets and, to a lesser extent, service operators.

We have developed, and intend to continue to develop and expand, relationships with TV brand partners and, to a lesser extent, service operators in both the United States and international markets. Our licensing arrangements are complex and time-consuming to negotiate and complete. Our current and potential partners include TV brands, cable and satellite companies and telecommunication providers.partners. We continue to invest in the growth and expansion of our Roku TV program both in the United States and ~~International~~international markets. Our licensing program for service operators has historically been primarily focused on international markets and has not been growing in scale in recent years, as we have shifted the focus of our international growth to the sale of Roku streaming players and Roku TV models.

In the past few years, the sale of Roku TV models by our TV brand partners has materially contributed to our active account growth, to our streaming hours, and to our platform monetization efforts. This growth has primarily been in the United States; however, our Roku TV licensing program has been expanded to certain international markets. We license the Roku OS and our smart TV reference designs to certain TV brand partners to manufacture co-branded smart TVs. We ~~have~~do not ~~received,~~typically receive, nor do we typically expect to receive, license revenue from these arrangements, but we expect to incur expenses in connection with these commercial agreements. The primary economic benefits that we derive from these license arrangements have been and will likely continue to be indirect, primarily from growing our active accounts, increasing streaming hours, and generating content distribution and advertising-related ~~revenues~~revenue on our platform. If these arrangements do not continue to result in increased active accounts and streaming hours, and if that growth does not in turn lead to successfully monetizing that increased user activity, our business may be harmed.

The unanticipated loss of a relationship with a TV brand ~~or service operator~~partner could harm our results of operations, damage our reputation, increase pricing and promotional pressures from other partners and distribution channels, or increase our marketing costs. If we are not successful in maintaining existing and creating new relationships with any of these third parties, or if we encounter technological, content licensing, or other impediments to our development of these relationships, our ability to grow our business could be adversely impacted.

We have also developed licensing relationships with certain service operators, primarily in international markets; however, this program has been decreasing in scale in recent years, as we have shifted the focus of our international growth to the sale of Roku streaming players and expanding our licensing program with TV brand partners. Based on the

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decreasing scale of our licensing program for service operators, we expect that the number of active accounts generated from this program will continue to decline, which may impact the overall growth rate of our active accounts in international markets.

Our licensing arrangements are complex and time-consuming to negotiate and complete. Our current and potential partners include TV brands, cable and satellite companies, and telecommunication providers. Under these license arrangements, we generally have limited control over the amount and timing of resources these entities dedicate to the relationship. In the past, our TV brand partners have failed to meet their forecasts for distributing licensed streaming devices, and they may fail to meet their forecasts in the future. If our TV brand or service operator partners fail to meet their forecasts for distributing

licensed streaming devices or chose to deploy competing streaming solutions within their product lines, our business may be harmed.

We depend on a small number of content publishers for a majority of our streaming hours, and if we fail to maintain these relationships, our business could be harmed.*

Historically, a small number of content publishers have accounted for a significant portion of the hours streamed on our platform. In the quarter ended March 31, ~~2021,~~2022, the top three streaming services represented over 50% of all hours streamed in the period. If, for any reason, we cease distributing channels that have historically streamed a large percentage of the aggregate streaming hours on our platform, our streaming hours, active accounts, or streaming device sales may be adversely affected, and our business may be harmed.

If popular or new content publishers do not publish content on our platform, we may fail to retain existing users and attract new users.

We must continuously maintain existing relationships and identify and establish new relationships with content publishers to provide popular streaming channels and popular content. In order to remain competitive, we must consistently meet user demand for popular streaming channels and ~~content;~~content, particularly as we launch new players, introduce new Roku TV models, ~~are introduced,~~ or we enter new markets, including international markets. If we are not successful in helping our content publishers launch and maintain streaming channels that attract and retain a significant number of users on our streaming platform or if we are not able to do so in a cost-effective manner, our business will be harmed. Our ability to successfully help content publishers maintain and expand their channel offerings on a cost-effective basis largely depends on our ability to:

•

~~effectively promote and market new and existing streaming channels;~~

•effectively promote and market new and existing streaming channels;•

~~minimize launch delays of new and updated streaming channels; and~~

•minimize launch delays of new and updated streaming channels; and•

~~minimize streaming platform downtime and other technical difficulties.~~

•minimize streaming platform downtime and other technical difficulties.

In addition, if service operators, including pay TV providers, refuse to grant our users access to stream certain channels or only make content available on devices they prefer, our ability to offer a broad selection of popular streaming channels or content may be limited. If we fail to help our content publishers maintain and expand their audiences on the Roku platform or their channels are not available on our platform, our business may be harmed.

Most of our agreements with content publishers are not long term and can be terminated by the content publishers under certain circumstances. Any disruption in the renewal of such agreements may result in the removal of certain channels from our streaming platform and may harm our active account growth and engagement.

We enter into agreements with all our content publishers, which have varying terms and conditions, including expiration dates. Our agreements with content publishers generally have terms of one to three years and can be terminated before the end of the term by the content publisher under certain circumstances, such as if we materially breach the agreement, become insolvent, enter bankruptcy, commit fraud, or fail to adhere to the content publishers’ security or other platform certification requirements. Upon expiration of these agreements, we are required to re-negotiate and renew them in order to continue providing content from these content publishers on our streaming platform. We have in the past been unable, and in the future may not be able, to reach a satisfactory agreement with certain content publishers before our existing agreements have expired. If we are unable to renew such agreements on a timely basis on mutually agreeable terms, we may be required to temporarily or permanently remove certain channels from our streaming platform.

The loss of such channels from our streaming platform for any period of time may harm our business. More broadly, if we fail to maintain our relationships with the content publishers on terms favorable to us, or at all, or if these content publishers face problems in delivering their content across our platform, we may lose channel partners or users and our business may be harmed.

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If we are unable to maintain an adequate supply of quality video ad inventory on our platform or effectively sell our available video ad inventory, our business may be harmed.

Our business model depends on our ability to grow video ad inventory on our streaming platform and sell it to advertisers. While The Roku Channel ~~serves~~has historically served as a valuable source of video ad inventory for us to sell, wethere is no guarantee that it will continue to do so in the future. If The Roku Channel is unable to secure content that is appealing to our users and advertisers, or is unable to do so on terms that provide a sufficient supply of ad inventory at reasonable cost, our supply of video ad inventory will be negatively impacted. We are also dependent on our ability to monetize video ad inventory within other ad-supported channels on our streaming platform. We seek to obtain the ability to sell such inventory from the content publishers of such channels. We may fail to attract content publishers that generate a sufficient quantity or quality of ad-supported content hours on our streaming platform or fail to obtain access to a sufficient quantity and quality of ad inventory from the publishers of such content. Our access to video ad inventory in ad-supported streaming channels on our platform varies greatly among ~~channels; accordingly,~~channels. Accordingly, we do not have access to ~~all~~a significant portion of the video ad inventory on our platform. For certain channels, including YouTube’s ad-supported channel, we

have no access to video ad inventory at this time, and we may not secure access in the future. The amount, quality, and cost of video ad inventory available to us can change at any time. If we are unable to grow and maintain a sufficient supply of quality video ad inventory at reasonable costs to keep up with demand, our business may be harmed.

If our content publishers do not participate in new features that we may introduce from time to time, our business may be harmed.

As our streaming platform and products evolve, we will continue to introduce new features, which may or may not be attractive to our content publishers or meet their requirements. For example, some content publishers have elected not to participate in ~~our cross-channel search feature,~~ our integrated advertising framework or have imposed limits on our data gathering for usage within their channels. In addition, our streaming platform utilizes our proprietary Brightscript scripting language in order to allow our content publishers to develop and create channels on our streaming platform. If we introduce new features or utilize a new scripting language in the future, such a change may not comply with ~~our~~certain content ~~publishers'~~publishers’ certification requirements. In addition, our content publishers may find other languages, such as HTML5, more attractive to develop for and shift their resources to developing their channels on other platforms. If key content publishers do not find our streaming platform simple and attractive to develop channels for, do not value and participate in all of the features and functionality that our streaming platform offers, or determine that our software developer kit or new features of our platform do not meet their certification requirements, our business may be harmed.

If the advertising and ~~audience development~~media and entertainment promotional spending campaigns ~~and other promotional advertising~~ on our platform are not relevant or not engaging to our users, our growth in active accounts and streaming hours may be adversely impacted.

We have made, and are continuing to make, investments to enable advertisers and content publishers to deliver relevant ~~advertisement, audience development~~advertising and media and entertainment promotional spending campaigns ~~and other promotional advertising~~ to our users. Existing and prospective advertisers and content publishers may not be successful in serving ads and ~~audience development~~media and entertainment promotional spending campaigns ~~and sponsoring other promotional advertising~~ that lead to and maintain user engagement. Those ads and campaigns may seem irrelevant, repetitive, or overly targeted and intrusive. We are continuously seeking to balance the objectives of our advertisers and content publishers with our desire to provide an optimal user experience, but we may not be successful in achieving a balance that continues to attract and retain users, advertisers, and content publishers. If ~~we do~~the advertising and media and entertainment promotional spending campaigns on our streaming platform are not ~~introduce~~ relevant ~~advertisers, audience development campaigns and other promotional adverting~~ or ~~such advertisements, audience development campaigns and other promotional advertising~~ are overly intrusive and impede the use of our ~~streaming~~ platform, our users may stop using our platform, which will harm our business.

The Roku Channel may not continue to attract a large number of users ~~and/~~or generate significant revenue from advertising, and our users may not purchase Premium Subscriptions.*

advertising.

We operate The Roku Channel, which offers both ad-supported free access for users to a collection of films, television series, live linear television, and other ~~content as well as Premium Subscriptions, which allow our users to pay for ad-free content from various content publishers, all on one streaming channel.~~content. We have incurred, and will continue to incur, costs and expenses in connection with the development, expansion, and operation of The Roku Channel, which we monetize primarily through advertising. For example, in ~~the first quarter of~~ 2021, we acquired content rights, including rights to certain projects in development, from the mobile-first video distribution service known as Quibi, and announced that The Roku Channel ~~will~~would become the home of such content. In addition, we acquired the entities comprising the ~~“This~~This Old ~~House”~~House business, which own and produce the “This Old House” and “Ask This Old House” TV programs and operate related business lines, to further the growth strategy and ad-supported content offerings in The Roku Channel.

If our users do not continue to stream the ~~free,~~ ad-supported content we make available on The Roku Channel, we will not have the opportunity to monetize The Roku Channel through revenue generated from advertising. In order to attract

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users to the ad-supported content on The Roku Channel and drive streaming of ad-supported video on The Roku Channel, we must secure rights to stream content that is appealing to our users and advertisers. In part, we do this by directly licensing certain content from content owners, such as television and movie studios. The agreements that we enter into with these content owners have varying terms and provide us with rights to make specific content available through The Roku Channel during certain periods of time. Upon expiration of these agreements, we are required to re-negotiate and renew these agreements with the content owners, or enter into new agreements with other content owners, in order to obtain rights to distribute additional titles or to extend the duration of the rights previously granted. If we are unable to enter into content license agreements on acceptable terms to access content that enables us to attract and retain users of the ad-supported content on The Roku Channel, or if the content we do secure rights to stream ~~including~~(including, for example, the content that we acquired through the Quibi ~~transaction described above,~~and This Old House transactions) is ultimately not appealing to our users and advertisers, usage of The Roku Channel may decline, and our business may be harmed.

In addition, following the ~~acquisition of the~~Quibi and This Old House ~~business~~transactions and the launch of our advertising brand studio, we ~~will be~~are producing content for distribution on The Roku Channel and other platforms. We have limited experience producing content, and we may not be successful in doing so in a cost-effective manner that is appealing to our users and advertisers and furthers

the growth of The Roku Channel. We also take on risks associated with content production, such as completion and key talent risk. Furthermore, if the advertisements on The Roku Channel are not relevant to our users or such advertisements are overly intrusive and impede our users’ enjoyment of the available content, our users may not stream content and view advertisements on The Roku Channel, and The Roku Channel may not generate sufficient revenue from advertising to be cost effective for us to ~~operate, regardless of our ability to sell Premium Subscriptions.~~operate. In addition, we distribute The Roku Channel on platforms other than our own streaming platform, and there can be no assurance that we will be successful in attracting a large number of users ~~and/~~or generating significant revenue from advertising through the distribution of The Roku Channel on such other streaming platforms.

If our users sign up for offerings and services outside of our platform or through other channels on our platform, our business may be harmed.

We earn revenue by acquiring subscribers for certain of our content publishers activated on or through our ~~platform.~~platform, including Premium Subscriptions on The Roku Channel, which allow our users to pay for content from various content publishers. If users ~~do not~~reduce the degree to which they use our platform for these purchases or subscriptions for any reason, and instead increase the degree to which they pay for services directly with content publishers or by other means ~~that~~for which we do not receive attribution, ~~for,~~ our business may be harmed.

In addition, certain channels available on our platform allow users to purchase additional streaming services from within their channels. The revenue we earn from these transactions is ~~generally~~ not always equivalent to the revenue we earn from ~~activations~~sales of such additional services on ora stand-alone basis through our ~~platform that we receive full attribution credit for. Furthermore, for Premium Subscriptions, we only earn revenue for~~ ~~subscription video~~platform. If users increase their spending on ~~demand~~ ~~(“SVOD”) channels, including subscriptions to these services~~such in-channel transactions at the expense of stand-alone purchases through ~~The Roku Channel. Accordingly, if users activate subscriptions for SVOD channels, including channels available as Premium Subscriptions, other than on~~ our platform, our business may be harmed.

We operate in a rapidly evolving industry that will be impacted by many factors that ~~our~~are outside of our control, which makes it difficult to evaluate our business and prospects.

TV streaming is a rapidly evolving industry, making our business and prospects difficult to evaluate. The growth and profitability of this industry and the level of demand and market acceptance for our products and streaming platform are subject to a high degree of uncertainty. We believe that the continued growth of streaming as an entertainment alternative will depend on the availability and growth of cost-effective broadband internet access (including mobile broadband internet access), the quality and reliability of broadband content delivery, broadband service providers’ ability to control the delivery speed of different content traveling on their networks, the quality and reliability of new devices and technology, the cost for users relative to other sources of content, as well as the quality and breadth of content that is delivered across streaming platforms. Accordingly, the future evolution of TV streaming as an industry, which is likely to impact our success, is dependent on many of the factors that are outside of our control.

~~Changes in consumer viewing habits could harm our business.~~

The manner in which consumers access streaming content is changing rapidly. As the technological infrastructure for internet access continues to improve and evolve, consumers will be presented with more opportunities to access video, music and games on-demand with interactive capabilities. Time spent on mobile devices is growing rapidly, in particular by young adults streaming content as well as content from cable or satellite providers available live or on-demand on mobile devices. In addition, personal computers, smart TVs, DVD players, Blu-ray players, gaming consoles and cable set-top boxes allow users to access streaming content. If other streaming or technology providers are able to respond and take advantage of changes in consumer viewing habits and technologies better than us, our business could be harmed.

New entrants may enter the TV streaming market with unique service offerings or approaches to providing video. In addition, our competitors may enter into business combinations or alliances that strengthen their competitive positions. If new technologies render the TV streaming market obsolete or we are unable to successfully compete with current and new competitors and technologies, our business will be harmed.

We and our Roku TV brand partners depend on our retail sales channels to effectively market and sell our players and Roku TV models, and if we or our partners fail to maintain and expand effective retail sales channels, we could experience lower player or Roku TV model sales.*

To continue to increase our active accounts, we must maintain and expand our retail sales channels. The majority of our players and our TV brand ~~partners'~~partners’ Roku TV models are sold through traditional brick and mortar retailers, such as Best Buy, Target, and Walmart, including their online sales platforms, and online retailers such as Amazon. ~~To a lesser extent, we~~We also sell players directly through our website and internationally through ~~distributors. For the quarter ended March 31, 2021,~~distributors and retailers such as Coppel in Mexico, Magazine Luiza in Brazil, and MediaMarkt in Germany. As we have only recently expanded to certain international

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markets, we may not have established a strong reputation or relationships with global retailers as compared to our domestic operations or our competitors in international markets. Amazon, Best Buy, and Walmart in total accounted for ~~73% of our player segment revenue. These three retailers collectively accounted for~~ 69% ~~and 72%~~ of our player revenue for the quarter ended March 31, 2022 and for both of the years ended December 31, ~~2020~~2021 and ~~2019, respectively. These~~2020. Our retailers and ~~our international~~ distributors also sell products offered by our competitors. We have no minimum purchase commitments or long-term contracts with any of these retailers or distributors. If one or several retailers or distributors were

to discontinue selling our players or our TV brand ~~partners'~~partners’ Roku TV models, choose not to prominently display those devices in their stores or on their websites, or close or severely limit access to their brick and mortar locations, ~~because of shutdowns related to the ongoing COVID-19 pandemic,~~ the volume of our streaming devices or our TV brand partners’ Roku TV models sold could decrease, which would harm our business. If any of our existing TV ~~brands~~brand partners choose to work exclusively with, or divert a significant portion of their business with us to other operating system developers, this may impact our ability to license the Roku OS and our smart TV reference design to TV brands and our ability to continue to grow active accounts. Traditional retailers have limited shelf and end cap space in their stores and limited promotional budgets, and online retailers have limited prime website product placement space. Competition is intense for these resources, and a competitor with more extensive product lines, ~~and~~ stronger brand identity and greater marketing resources, such as Amazon or Google, possesses greater bargaining power with retailers. In addition, one of our online retailers, Amazon, sells its own competitive streaming devices and smart TVs, is able to market and promote these products more prominently on its website, and could refuse to offer or promote our devices on its website. Any reduction in our ability to place and promote our devices, or increased competition for available shelf or website placement, could require us to increase our marketing expenditures to maintain our product visibility or result in reduced visibility for our products, which may harm our business. In particular, the availability of product placement during peak retail periods, such as the holiday season, is critical to our revenue growth, and if we are unable to effectively sell our devices during these periods, our business would be harmed.

If our efforts to build a strong brand and maintain customer satisfaction and loyalty are not successful, we may not be able to attract or retain users, and our business may be harmed.

Building and maintaining a strong brand is important to attract and retain users, as potential users have a number of TV streaming choices. Successfully building a brand is a ~~time consuming~~time-consuming and comprehensive endeavor and can be positively and negatively impacted by any number of factors. Certain factors, such as the quality or pricing of our players or our customer service, are within our control. Other factors, such as the quality and reliability of Roku TV models and the quality of the content that our content publishers provide, may be out of our control, yet users may nonetheless attribute those factors to us. Our competitors may be able to achieve and maintain brand awareness and market share more quickly and effectively than we can. Many of our competitors are larger companies and ~~promote~~may have greater resources to devote to the promotion of their brands through traditional ~~forms of~~ advertising, ~~such as print media and TV commercials, and have substantial resources to devote to such efforts. Our competitors may also have greater resources to utilize~~ digital advertising or website product ~~placement more effectively than we can.~~placement. If we are unable to execute on building a strong brand, it may be difficult to differentiate our business and streaming platform from our competitors in the marketplace, therefore our ability to attract and retain users may be adversely affected and our business may be harmed.

Our streaming platform allows our users to choose from thousands of channels, representing a variety of content from a wide range of content publishers. Our users can choose and control which channels they download and watch, and they can use certain settings to prevent channels from being downloaded to our streaming devices. While we have policies that prohibit the publication of content that is unlawful, incites illegal activities, or violates third-party rights, among other things, we may distribute channels that include controversial content. Controversies related to the content included on certain ~~of the~~ channels that we distribute have resulted in, and could in the future result in, negative publicity, cause harm to our reputation and brand, or subject us to claims and may harm our business.

We are subject to payment-related risks and, if our advertisers or advertising agencies do not pay or dispute their invoices, our business may be harmed.

Many of our contracts with advertising agencies provide that if the advertiser does not pay the agency, the agency is not liable to us, and we must seek payment solely from the advertiser, a type of arrangement called sequential liability. Contracting with these agencies, which in some cases have or may develop higher-risk credit profiles, may subject us to greater credit risk than if we were to contract directly with advertisers. This credit risk may vary depending on the nature of an advertising agency’s aggregated advertiser base. In addition, typically, we are contractually required to pay advertising inventory data suppliers within a negotiated period of time, regardless of whether our advertisers or advertising agencies pay us on time, or at all. In addition, we typically experience slow payment cycles by advertising agencies as is common in the advertising industry. While we attempt to balance payment periods with our suppliers and advertisers and advertising agencies, we are not always successful. As a result, we can often face a timing issue with our accounts payable on shorter cycles than our accounts receivables, requiring us to remit payments from our own funds, and accept the risk of credit losses.

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We may also be involved in disputes with agencies and their advertisers over the operation of our streaming platform, the terms of our agreements or our billings for purchases made by them through on our streaming platform or through our ~~DSP.~~demand-side platform. If we are unable to collect or make adjustments to bills, we could incur credit losses, which could have a material adverse effect on our results of operations for the periods in which the write-offs occur. In the future, bad debt may exceed reserves for such contingencies, and our bad debt exposure may increase over time. Any increase in write-offs for bad

debt could have a materially negative effect on our business, financial condition and operating results. If we are not paid by our advertisers or advertising agencies on time or at all, our business may be harmed.

The quality of our customer support is important, ~~to our users and licensees,~~ and if we fail to provide adequate levels of customer support, we could lose users and TV brand partners or other licensees, which would harm our business.

Our users ~~and licensees~~ depend on our customer support organization to resolve any issues relating to our devices. A high level of support is critical for the successful marketing and sale of our devices. We currently outsource the majority of our customer support operation to a third-party customer support ~~organization.~~organization which provides support to end users of our players and audio products. In addition, we train our TV brand partners and service operator licensees to provide first-level customer support to users of Roku TV models and co-branded players. If we do not effectively train, update, and manage our third-party customer support organization to assist our users and licensees, and if that support organization does not succeed in helping them quickly resolve issues or provide effective ongoing support, it could adversely affect our ability to sell our devices to users and harm our reputation with potential new users and our licensees.

We must successfully manage streaming device and other product introductions and transitions to remain competitive.*

We must continually develop new and improved streaming devices and other products that meet changing consumer demands. Moreover, the introduction of a new streaming device or other new product is a complex task, involving significant expenditures in research and development, promotion, and sales channel development. For example, in ~~2018,~~recent years, we introduced ~~our~~ Roku ~~TV Wireless Speakers, designed specifically for use with~~Streambars, Roku ~~TV models, in 2019 we introduced our Roku Smart Soundbar~~wireless speakers, and Roku ~~Wireless Subwoofer, and in 2020 we launched our Roku Streambar.~~wireless subwoofers, among other products. Whether users will broadly adopt new streaming devices or other new products is not certain. Our future success will depend on our ability to develop new and competitively priced streaming devices and other new products and add new desirable content and features to our streaming platform. Moreover, we must introduce new streaming devices and other new products in a timely and cost-effective manner, and we must secure production orders for those products from our contract manufacturers. The development of new streaming devices and other new products is a highly complex process, and while our research and development efforts are aimed at solving increasingly complex problems, we do not expect that all of our projects will be successful. The successful development and introduction of new streaming devices and other new products depends on a number of factors, including:

•

~~the accuracy of our forecasts for market requirements beyond near term visibility;~~

•the accuracy of our forecasts for market requirements beyond near-term visibility;•

~~our ability to anticipate and react to new technologies and evolving consumer trends;~~

•our ability to anticipate and react to new technologies and evolving consumer trends;•

~~our development, licensing or acquisition of new technologies;~~

•our development, licensing, or acquisition of new technologies;•

~~our timely completion of new designs and development;~~

•our timely completion of new designs and development;•

~~the ability of our contract manufacturers to cost-effectively manufacture our new products;~~

•our ability to timely and adequately redesign or resolve design or manufacturing issues;•

~~the availability of materials and key components used in manufacturing;~~

•our ability to identify and contract with an appropriate manufacturer;•

tariffs, trade, sanctions, and export restrictions by the U.S. or foreign governments, which could impact the pricing and availability of such devices and depress consumer demand, limit the ability of our contract manufacturers to obtain key parts, components, software, and technologies, and lead to shortages;

•the ability of our contract manufacturers to cost-effectively manufacture our new products;•

~~the ability of our contract manufacturers to produce quality products and minimize defects, manufacturing mishaps, and shipping delays; and~~

•the availability of materials and key components used in manufacturing;•

~~our ability to attract and retain world-class research and development personnel.~~

•tariffs, trade, sanctions, and export restrictions by the U.S. or foreign governments, which could impact the pricing, timing and availability of such devices and depress consumer demand, limit the ability of our contract manufacturers to obtain key parts, components, software, and technologies, and lead to shortages;

•the ability of our contract manufacturers to produce quality products and minimize defects, manufacturing mishaps, and shipping delays; and

•our ability to attract and retain world-class research and development personnel.

If any of these or other factors materializes, we may not be able to develop and introduce new products in a timely or cost-effective manner, and our business may be harmed.

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We do not have manufacturing capabilities and primarily depend upon a limited number of contract manufacturers, and our operations could be disrupted if we encounter problems with our contract manufacturers.*

We do not have any internal manufacturing capabilities and rely on a limited number of contract manufacturers to build our players ~~smart soundbars, wireless subwoofers~~ and ~~our wireless speakers.~~audio products. Our contract manufacturers are vulnerable ~~to:~~

•

~~capacity constraints;~~

to, among other issues:

•capacity constraints;•

~~reduced component availability;~~

•reduced component availability;•

~~production disruptions or delays, including from strikes, mechanical issues, quality control issues, natural disasters, and public health crises, such as the ongoing COVID-19 pandemic; and~~

•production, supply chain, or shipping disruptions or delays, including from strikes, mechanical issues, quality control issues, natural disasters, geopolitical conflicts, and public health crises; and•

~~the impact of U.S. or foreign tariffs, trade, or sanctions restrictions on components, finished goods, software, or other products.~~

•the impact of U.S. or foreign tariffs, trade, or sanctions restrictions on components, finished goods, software, other products, or data transfers.

As a result, we have limited control over delivery schedules, manufacturing yields, and costs, particularly when components are in short supply or when we introduce new streaming devices or other products. For example, ~~during the~~

~~quarter ended March 31,~~in 2021, ~~high demand for consumer electronics~~global supply chain disruptions led to increased component costs and ~~information technology products created tight component supply conditions and logistical delays~~shipping costs for our ~~products. In addition, COVID-19~~products, which negatively affected our player gross margin. Global supply chain disruptions have continued in 2022, and ~~recent increases in U.S. demand for imported goods have caused shipping delays from Asia with backlogs at ports of origination~~our player gross margin has been, and ~~entry.~~

may continue to be, adversely affected.

We also have limited control over our contract manufacturers’ quality systems and controls, and therefore must rely on them to manufacture our players and other products to our quality and performance standards and specifications. Delays, component shortages, quality issues, and other manufacturing and supply problems could impair the retail distribution of our players and other products and ultimately our brand. Furthermore, any adverse change in our contract manufacturers’ financial or business condition could disrupt our ability to supply our players or other products to our retailers and distributors.

We also rely upon our contract manufacturers to perform some of the development work on our products. The contract manufacturers may be unwilling or unable to successfully complete desired development. Delays in development work by contract manufacturers could delay launch of new or improved products.

Our contracts with our contract manufacturers generally domay not contain terms that protect us against development, manufacturing, and supply disruptions or risks. For example, such contracts may not obligate ~~them~~our contract manufacturers to supply our players or other products in any specific quantity or at any specific price. ~~In the event~~If our contract manufacturers are unable to fulfill our production requirements in a timely manner, if their costs increase because of inflationary pressures, U.S. or international tariffs, sanctions, export or import restrictions, or if they decide to terminate their relationship with us, our order fulfillment may be delayed or terminated, and we would have to attempt to identify, select, and qualify acceptable alternative contract manufacturers. Alternative contract manufacturers may not be available to us when needed or may not be in a position to satisfy our production requirements at commercially reasonable prices, to our quality and performance standards on a timely basis, or at all. Any significant interruption in manufacturing at our contract manufacturers for any reason could require us to reduce our supply of players or other products to our retailers and distributors, which in turn would reduce our revenue, or to incur higher freight costs than anticipated, which would negatively impact our player gross margin. In addition, our contract manufacturers’ facilities, and the facilities of our contract manufacturers’ suppliers, are located in ~~Southeast~~ ~~Asia, the People’s Republic of China and Brazil and~~various geographic areas that may be subject to political, economic, labor, trade, public health, social, and legal uncertainties, ~~that~~including Taiwan, Vietnam, China, and Brazil, and such uncertainties may harm or disrupt our relationships with these ~~parties.~~parties or their ability to perform. For example, if the current tensions between Taiwan and China escalate and impact the operations of our contract manufacturers and their Taiwanese suppliers, our supply chain and our business could be adversely affected. We believe that the international location of these facilities increases supply risk, including the risk of supply interruptions, tariffs, and trade restrictions on exports or imports. ~~Furthermore, any manufacturing issues affecting the quality of our products, including players and audio products, could harm our business.~~

If our contract manufacturers fail for any reason to continue manufacturing our players or other products in required volumes and at high quality levels, or at all, we would have to identify, select and qualify acceptable alternative contract manufacturers. Alternative contract manufacturers may not be available to us when needed, or at all, or may not be in a position to satisfy our production requirements at commercially reasonable prices, to our quality and performance standards, or at all. Any significant interruption in manufacturing at a contract manufacturer could require us to reduce our supply of players or other products to our retailers and distributors, which in turn would reduce our revenue, active account growth or streaming hour growth.

~~Certain Roku TV brands do not have manufacturing capabilities and primarily depend upon contract manufacturers, and the~~

The supply of Roku TV models to the market could be disrupted if ~~they~~our Roku TV brand partners encounter problems with their internal operations or contract manufacturers or suppliers.*

Certain of our Roku TV ~~brands do not~~brand partners have internal manufacturing capabilities and others primarily rely upon contract manufacturers to build the Roku TV models that they sell to retailers. ~~Their contract~~Regardless of whether their manufacturing capabilities are internal or contracted, our Roku TV brand partners’ manufacturers may be vulnerable to capacity constraints and reduced component ~~availability,~~availability; increases in U.S. tariffs on imports of Roku TV ~~models,~~models; future possible changes in U.S. regulations on exports of U.S. ~~technologies or~~technologies; U.S. restrictions on dealings with certain countries, parties, regions, or ~~parties,~~imported inputs; foreign tariffs on U.S. parts or components for Roku TV models that are assembled outside of the ~~U.S.,~~United States; and ~~their~~supply chain disruptions and shipping delays. Their control over delivery schedules, manufacturing yields, and costs, particularly when components are in short supply, may be limited. For those Roku TV brand partners

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with contract manufacturers or suppliers, the problems are exacerbated because the contract manufacturer is a third party, and the Roku TV brand partner does not have direct visibility into or control over the operations. Delays, component shortages, ~~or factory shutdowns~~and other manufacturing and supply problems (whether due to the ongoing COVID-19 pandemic, ~~the current sustained~~ high demand for consumer electronics and information technology products, ~~and~~or other ~~manufacturing and supply problems~~reasons) could impair the retail distribution of their Roku TV models. ~~A significant interruption~~Interruptions in the supply of Roku TV models to retailers and distributors at times have affected, and could adversely affect in ~~turn, reduce~~the future, our active accounts and streaming hours.

For example, in the first quarter of 2022, some of our Roku TV brand partners faced supply chain challenges that caused them to increase the pricing of their Roku TV models, which we believe negatively affected the volume of Roku TV devices sold at retail and resulted in slower active account and streaming hour growth.

Furthermore, any manufacturing issues affecting the quality or performance of our Roku TV brand partners’ Roku TV models could harm our brand and our business.

If we fail to accurately forecast our manufacturing requirements and manage our inventory with our contract manufacturers, we could incur additional costs, experience manufacturing delays, and lose revenue.*

We bear ~~supply risk~~risks of excess and insufficient inventories under our contract manufacturing arrangements. For example, our contract manufacturers order materials and components in advance in an effort to meet our projected needs for our products. Lead times for the materials and components that our contract manufacturers order on our behalf through different component suppliers may vary significantly and depend on numerous factors outside of our control, including the specific supplier, contract terms, shipping and air freight, ~~and~~ market demand for a component at a given ~~time.~~time, and trade and government relations. Lead times for certain key materials and components incorporated into our players or other products are currently lengthy ~~requiring~~and may require our contract manufacturers to order materials and components ~~several~~many months in

advance. If we overestimate our production requirements, our contract manufacturers may purchase excess components and build excess inventory. If our contract manufacturers, at our request, purchase excess components ~~that are unique to our products~~ or build excess products, we could be required to pay for these excess components or products. In the past, we have agreed to reimburse our contract manufacturers for purchased components that were not used as a result of our decision to discontinue a certain model of player or the use of particular components. If we incur costs to cover excess supply commitments, this would harm our business.

Conversely, if we underestimate our player or other product requirements, our contract manufacturers may have inadequate material or component inventory, which could interrupt the manufacturing of our players or other products, result in insufficient quantities available to meet demand, and result in delays or cancellation of orders from retailers and distributors. In addition, from time to time we have experienced unanticipated increases in demand that resulted in the need to ship players via air freight, which is more expensive than ocean freight, and adversely affected our player gross margin during such periods of high demand ~~for~~(for example, during end-of-year ~~holidays. During~~holidays). In the first quarter ~~ended March 31, 2021, sustained high demand for consumer electronics~~of 2022, increased shipping and ~~information technology products created tight~~ component ~~supply conditions and logistical delays for~~costs adversely impacted our ~~products.~~player gross margin. If we fail to accurately forecast our manufacturing requirements, our business may be harmed.

Our players and other products incorporate key components from sole source suppliers, and if our contract manufacturers are unable to ~~source~~obtain sufficient quantities of these components on a timely basis, ~~due to fabrication capacity issues or other material supply constraints,~~ we will not be able to deliver our ~~players~~products to our retailers and distributors.

We depend on sole source suppliers for key components in our ~~players. Our~~ players and other products. For example, each of our players may utilize a specific system on chip ~~or SoC,~~(or SoC), Wi-Fi silicon ~~products~~product, and Wi-Fi front-end ~~modules~~module, each of which may be available from ~~various manufacturers, depending on the player,~~only a single manufacturer and for which we do not have a second source. Although this approach allows us to maximize ~~player~~product performance on lower cost hardware, reduce engineering development and qualification costs, and develop stronger relationships with our strategic suppliers, this also creates supply chain risk. These sole-source suppliers could be constrained by fabrication capacity issues or material supply issues, such as U.S. or foreign tariffs, war or other government or trade relations issues, other export or import restrictions on ~~U.S.~~ parts or components for finished ~~players~~products that are used in final assembly of their components or(or on the finished ~~players themselves.~~products themselves), or shortages of key components. There is also the risk that the strategic supplier may stop producing such components, cease operations, or be acquired by or enter into exclusive arrangements with our competitors or other companies, put contract manufacturers on allocation because of the ongoing global semiconductor shortage, or become subject to U.S. or foreign sanctions or export control restrictions or penalties. Such suppliers also have experienced, and may ~~also face~~continue to experience, production, shipping, or logistical constraints arising from the COVID-19 ~~pandemic. Any such interruption or delay may force~~pandemic and other macro headwinds, including inflationary pressures, geopolitical conflict, and supply chain disruptions. Such interruptions and delays have forced us to seek similar components from alternative sources, which ~~may~~have not ~~be available.~~always been available, and have caused us to delay product introductions and incur air freight expense. Switching from a sole-source supplier ~~would~~may require that we adapt our software, and redesign our ~~players~~products to accommodate new chips and components, and ~~would~~may require us to re-qualify our ~~players~~products with

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regulatory bodies, such as the U.S. Federal Communications Commission (“FCC”), which would be costly and time-consuming.

Our reliance on sole-source suppliers involves a number of additional risks, including risks related to:

•

~~supplier capacity constraints;~~

•supplier capacity constraints;•

~~price increases;~~

•price increases, including increases related to inflationary pressures;•

~~timely delivery;~~

•timely delivery;•

~~component quality; and~~

•component quality; and•

~~delays in, or the inability to execute on, a supplier roadmap for components and technologies.~~

•delays in, or the inability to execute on, a supplier roadmap for components and technologies.

Any interruption in the supply of sole-source components for our ~~players~~products could adversely affect our ability to meet scheduled ~~player~~product deliveries to our retailers and distributors, result in lost sales and higher expenses, and harm our business.

Our players and Roku TV models must operate with various offerings, technologies, and systems from our content publishers that we do not control. If our streaming devices do not operate effectively with those offerings, technologies, and systems, our business may be harmed.

The Roku OS is designed for performance using relatively low-cost hardware, which enables us to drive user growth with our players and Roku TV models offered at a low cost to consumers. However, this hardware must be interoperable with all channels and other offerings, technologies, and systems from our content publishers, including virtual multi-channel video programming distributors. We have no control over these offerings, technologies, and systems beyond our channel certification requirements, and if our players and Roku TV models do not provide our users with a high-quality experience on those offerings on a cost-effective basis or if changes are made to those offerings that are not compatible with our players or Roku TV models, we may be unable to increase active account growth and user engagement weor may be required to increase our hardware costs, and our business will be harmed. We plan to continue to introduce new products regularly, and we have experienced that it takes time to optimize such products to function well with these offerings, technologies and systems. In addition, many of our largest content publishers have the right to test and certify our new products before we can publish

their channels on these devices. The certification processes can be time consuming and introduce third-party dependencies into our product release cycles. If content publishers do not certify new products on a timely basis or require us to make changes in order to obtain certifications, our product release plans may be adversely impacted, we may not be able to offer certain products to all TV brand partners or we may not continue to offer certain channels. To continue to grow our active accounts and user engagement, we will need to prioritize development of our streaming devices to work better with new offerings, technologies, and systems. If we are unable to maintain consistent operability of our devices that is on parity with or better than other platforms, our business could be harmed. In addition, any future changes to offerings, technologies, and systems from our content publishers, such as virtual service operators, may impact the accessibility, speed, functionality, and other performance aspects of our streaming devices. We may not successfully develop streaming devices that operate effectively with these offerings, technologies, or systems. If it becomes more difficult for our users to access and use these offerings, technologies, or systems, our business could be harmed.

Our streaming devices are technically complex and may contain undetected hardware errors or software bugs, which could manifest themselves in ways that could harm our reputation and our business.

Our streaming devices and ~~those~~the products of our ~~licensees~~TV brand partners are technically complex and have contained and may in the future contain undetected software bugs or hardware errors. These bugs and errors can manifest themselves in any number of ways in our devices or our streaming platform, including through diminished performance, security vulnerabilities, data quality in logs or interpretation of data, malfunctions, or even permanently disabled devices. Some errors in our devices may only be discovered after a device has been shipped and used by users and may in some cases only be detected under certain circumstances or after extended use. We also update the Roku OS and our software on a regular basis, and, despite our quality assurance processes, we could introduce bugs in the process of any such update. The introduction of a serious software bug could result in devices becoming permanently disabled. We offer a limited one-year warranty in the United States, ~~and any such~~although applicable law or our software updates could cause us to be responsible for issues with devices after this period of time. Any defects discovered in our devices after commercial release could result in loss of revenue or delay in revenue recognition, loss of customer goodwill and users, and increased service costs, any of which could harm our business, operating results, and financial condition. We could also face claims for product or information liability, tort or breach of warranty, or other violations of laws or regulations. In addition, our contracts with users contain provisions relating to warranty disclaimers and liability limitations, which may not be upheld. Defending a lawsuit, regardless of its merit, is costly and may divert management’s attention and adversely affect the market’s perception of

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Roku and our products. In addition, if our insurance coverage proves inadequate or future coverage is unavailable on acceptable terms or at all, our business could be harmed.

Components used in our products may fail as a result of manufacturing, design, or other defects over which we have no control and render our devices permanently inoperable.

We rely on third-party component suppliers to provide certain functionalities needed for the operation and use of our products. Any errors or defects in such third-party technology could result in errors or defects in our products that could harm our business. If these components have a manufacturing, design, or other defect, they can cause our products to fail and render them permanently inoperable. For example, the typical means by which our users connect their home networks to our players is by way of a Wi-Fi access point in the home network router. If the Wi-Fi receiver in our player fails, then our player cannot detect a home network’s Wi-Fi access point, and our player will not be able to display or deliver any content to the TV screen. As a result, we may have to recall and replace these players at our sole cost and expense. Should we have a widespread problem of this kind, our reputation in the market could be adversely affected, and our replacement of these players would harm our business.

If we are unable to obtain necessary or desirable third-party technology licenses, our ability to develop new streaming players or platform enhancements may be impaired.

We utilize commercially available off-the-shelf technology in the development of our players and streaming platform. As we continue to introduce new features or improvements to our players and our streaming platform, we may be required to license additional technologies from third parties. These third-party licenses may be unavailable to us on commercially reasonable terms, if at all. If we are unable to obtain necessary third-party licenses, we may be required to obtain substitute technologies with lower quality or performance standards, or at a greater cost, any of which could harm the competitiveness of our players, streaming platform, and our business.

Risks Related to Operating and Growing Our Business

We have incurred operating losses in the past, ~~expect~~and although we have achieved profitability in recent quarters, we may not be able to maintain or grow our profitability.*

We have incurred operating losses in the past, and we may incur operating losses in the ~~future and may never achieve or maintain profitability.~~*

~~We began operations in 2002 and~~future. Although we have ~~experienced annual net losses each year since inception.~~achieved profitability in recent quarters, we may not be able to maintain or grow our profitability. As of March 31, ~~2021,~~2022, we had an accumulated deficit of ~~$256.1~~$116.3 million. We expect our operating expenses to increase in the future as we continue to expand our ~~operations.~~operations and invest in growth and new areas. If our revenue and gross profit do not grow at a greater rate than our operating expenses, we ~~will~~may not be able to ~~achieve~~maintain and ~~maintain~~grow our profitability. We expect our profitability to ~~operate at or near break-even levels~~fluctuate in the future for a number of reasons, including without limitation the other risks and uncertainties described herein. Additionally, we may encounter unforeseen operating or legal expenses, difficulties, complications, delays, and other factors that may result in losses in future periods. ~~If our expenses exceed our revenue, we may never achieve or maintain profitability and our business may be harmed.~~

Our quarterly operating results may be volatile and are difficult to predict, and our stock price may decline if we fail to meet the expectations of securities analysts or investors.

Our revenue, gross profit, and other operating results could vary significantly from quarter-to-quarter and year-to-year and may fail to match our past performance due to a variety of factors, including many factors that are outside of our control. Factors that may contribute to the variability of our operating results and cause the market price of our Class A common stock to fluctuate include:

•

~~the entrance of new competitors or competitive products or services, whether by established or new companies;~~

•the entrance of new competitors or competitive products or services, whether by established or new companies;•

~~our ability to retain and grow our active account base, increase engagement among new and existing users, and monetize our streaming platform;~~

•our ability to retain and grow our active account base, increase engagement among new and existing users, and monetize our streaming platform;•

~~our ability to maintain effective pricing practices, in response to the competitive markets in which we operate or other macroeconomic factors, such as inflation or increased taxes;~~

•our ability to maintain effective pricing practices in response to the competitive markets in which we operate or other macroeconomic factors, such as increased taxes or inflationary pressures, such as those the market is currently experiencing, and our ability to control costs, including our operating expenses;•

~~our revenue mix, which drives gross profit;~~

•our revenue mix, which drives gross profit;•

~~supply of advertising inventory on our advertising platform and advertiser demand for advertising inventory;~~

•supply of advertising inventory on our advertising platform and advertiser demand for advertising inventory;•

~~seasonal, cyclical or other shifts in revenue from advertising or player sales;~~

•seasonal, cyclical, or other shifts in revenue from advertising or player sales;•

~~the timing of the launch of new or updated products, channels or features;~~

•the timing of the launch of new or updated products, channels, or features;•

~~the addition or loss of popular content or channels;~~

•the addition or loss of popular content or channels;•

~~the expense and availability of content to license for The Roku Channel;~~

•

~~the ability of retailers to anticipate consumer demand;~~

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•the expense and availability of content to license or produce for The Roku Channel;•

~~an increase in the manufacturing or component costs of our players or the manufacturing or component costs of our TV brand licensees for Roku TV models;~~

•the ability of retailers to anticipate consumer demand;•

delays in delivery of our players or our partners’ Roku TV models, or disruptions in our or our licensees’ supply or distribution chains, including any disruptions caused by the COVID-19 pandemic, tariffs, or other trade restrictions or disruptions; and

•an increase in the manufacturing or component costs of our players or our TV brand partners’ Roku TV models;•

an increase in costs associated with protecting our intellectual property, defending against third-party intellectual property infringement allegations or procuring rights to third-party intellectual property.

•delays in delivery of our players or our partners’ Roku TV models, or disruptions in our or our TV brand partners’ supply or distribution chains, including any disruptions caused by the COVID-19 pandemic, tariffs, or other trade restrictions or disruptions; and

•an increase in costs associated with protecting our intellectual property, defending against third-party intellectual property infringement allegations, or procuring rights to third-party intellectual property.

Our gross margins vary across our devices and platform offerings. Our player segment ~~revenue~~ has a lower gross ~~margin~~margins compared to our platform segment (which generates revenue ~~derived through our arrangements with~~from digital advertising sales and related services, content distribution ~~billing,~~services, and licensing ~~activities.~~arrangements). Gross margins on our players vary across ~~player~~ models and can change over time as a result of product transitions, pricing and configuration changes, component costs, player returns, and other cost fluctuations. In addition, our gross margin and operating margin percentages, as well as overall profitability, may be adversely impacted as a result of a shift in device, geographic, or sales channel mix, component cost increases, price competition, or the introduction of new streaming devices, including those that have higher cost structures with flat or reduced pricing. We have in the past and may in the future strategically reduce our player gross margin in an effort to increase the number of active accounts and grow our gross profit. As a result, our player ~~segment~~ revenue may not increase as rapidly as it has historically, or at all, and, unless we are able to continue to increase our platform revenue and grow the number of active accounts, we may be unable to grow gross profit and our business will be harmed. In the first quarter of 2022, our player gross margin was negative due to rising component and shipping costs. Though we do not believe that the cost constraints and supply chain issues are permanent, they may continue to impact us and are expected to cause player gross margin to be negative in the near term. If a reduction in gross margin does not result in an increase in our active accounts or an increase our platform revenue and gross profit, our financial results may suffer, and our business may be harmed.

If we have difficulty managing our growth in operating expenses, our business could be harmed.*

We have experienced significant growth in our research and development, sales and marketing, support services, operations, and general and administrative functions in recent years and expect to continue to expand these activities. Our historical growth has placed, and expected future growth will continue to place, significant demands on our management, as well as our financial and operational resources, to:

•

~~manage a larger organization;~~

•manage a larger organization;•

~~hire more employees, including engineers with relevant skills and experience;~~

•hire more employees, including engineers with relevant skills and experience;•

~~expand internationally;~~

•expand internationally;

•

increase our sales and marketing efforts;

•

expand the capacity to manufacture and distribute our players;

•

broaden our customer support capabilities;

•

support ~~a larger number of~~ TV brand partners and service operators;

•

expand and improve the content offering on our platform;

•

implement appropriate operational and financial systems; and

•

maintain effective financial disclosure controls and procedures.

If we fail to manage our growth effectively, we may not be able to execute our business strategies and our business will be harmed.

We may be unable to successfully expand our international operations, and our international expansion plans, if implemented, will subject us to a variety of risks that may harm our business.*

We currently generate the vast majority of our revenue in the United States and have limited experience marketing, selling, licensing, and supporting our devices and running or monetizing our streaming platform outside the United States. In addition, we have limited experience managing the administrative aspects of a global organization. While we intend to continue to explore opportunities to expand our business in international markets in which we see compelling opportunities, we may not be able to create or maintain international market demand for our devices and streaming ~~platform.~~

platform services. Moreover, we face intense competition in international markets, especially because some of our competitors have already successfully introduced their products into new markets we are entering and have greater experience managing a global organization.

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In the course of expanding our international operations, ~~and operating overseas, in addition to the risks~~ we ~~face in the United States, we will be~~are subject to a variety of risks that could adversely affect our business, including:

•

differing regulatory requirements, including country-specific data privacy and security laws and regulations, consumer protection laws and regulations, tax laws, trade laws, labor regulations, tariffs, export quotas, U.S. and foreign sanctions, custom duties on cross-border movements of goods or data flows, extension of limits on TV advertising minutes to OTT advertising, local content requirements, data or data processing localization requirements, or other trade restrictions;

•differing legal and regulatory requirements in foreign jurisdictions, including country-specific laws and regulations pertaining to data privacy and data security, consumer protection, tax, telecommunications, trade (including tariffs, quotas, and sanctions), labor, environmental protection, censorship and other content restrictions, and local content and advertising requirements, among others;•

compliance with laws such as the Foreign Corrupt Practices Act, UK Bribery Act and other anti-corruption laws, U.S. or foreign export controls and sanctions, and local laws prohibiting corrupt payments to government officials;

•compliance with laws such as the Foreign Corrupt Practices Act, UK Bribery Act, and other anti-corruption laws, U.S. or foreign export controls and sanctions, and local laws prohibiting improper payments to government officials and requiring the maintenance of accurate books and records and a system of sufficient internal controls;•

compliance with various privacy, data transfer, data protection, accessibility, consumer protection and child protection laws in the European Union (“EU”) and other international markets that we operate in;

•

slower consumer adoption and acceptance of streaming devices and services in other countries;

•different or unique competitive pressures as a result of, among other things, competition with other devices that consumers may use to stream TV or existing local traditional pay and over-the-air TV services and products, including those provided by incumbent TV service providers and local consumer electronics companies;•

~~competition with other devices that consumers may use to stream TV or existing local traditional pay TV services and products, including those provided by incumbent pay TV service providers;~~

•

greater difficulty supporting and localizing our streaming devices and streaming platform, including delivering support and training documentation in languages other than English;

•

our ability to deliver or provide access to popular streaming channels or content to users in certain international markets;

•availability of reliable broadband connectivity in areas targeted for expansion;•

different or unique competitive pressures as a result of, among other things, the presence of local consumer electronics companies and the greater availability of free content on over-the-air channels in certain countries;

•challenges and costs associated with staffing and managing foreign operations;•

~~availability of reliable broadband connectivity and wide area networks in areas targeted for expansion;~~

•differing legal and court systems, including limited or unfavorable intellectual property protection;•

challenges inherent in efficiently staffing and managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, compensation and benefits, and compliance programs;

•unstable political and economic conditions, social unrest or economic instability, whatever the cause, including due to pandemics, natural disasters, wars, terrorist activity, foreign invasions (such as the Russian invasion of Ukraine), tariffs, trade disputes, local or global recessions, diplomatic or economic tensions (such as the rising tension between China and Taiwan), long-term environmental risks, or climate change;•

~~difficulties in understanding and complying with local laws, regulations and customs in foreign jurisdictions;~~

•adverse tax consequences, such as those related to changes in tax laws (including increased tax rates, the imposition of digital services taxes, and the adoption of global corporate minimum taxes and anti-base-erosion rules), changes in the interpretation of existing tax laws, and the heightened scrutiny by tax administrators of companies that have cross-border business activities;•

~~differing legal and court systems, including limited or unfavorable intellectual property protection;~~

•the imposition of customs duties on cross-border data flows for streaming services, in the event that the World Trade Organization fails to extend the current moratorium on such duties;•

unstable political and economic conditions whatever the cause, including pandemics, impacts from the United Kingdom’s withdrawal from the EU (commonly referred to as “Brexit”), tariffs, trade wars, local or global recessions, or long-term environmental risks;

•the COVID-19 pandemic or any other pandemics or epidemics, which could result in decreased economic activity in certain markets, changes in the use of our products or platform, or decreased ability to import, export, ship, or sell our products to supply such services to existing or new customers in international markets;•

international political or social unrest or economic instability, including U.S.-China tensions, and other political, security, or economic tensions between countries in which we do business or which serve as sources for Roku products;

•inflationary pressures, such as those the global market is currently experiencing, which may increase costs for materials, supplies, and services;•

~~adverse tax consequences such as those related to changes in tax laws or tax rates or their interpretations could impact our judgment in determining our tax provision and effective tax rate;~~

•fluctuations in currency exchange rates, which could impact the revenue and expenses of our international operations and expose us to foreign currency exchange rate risk;•

the imposition of customs duties on cross-border data flows for streaming services, which are currently prohibited under the WTO’s e-commerce moratorium, but could be permitted if certain WTO Members

continue to oppose extension of the moratorium when it is considered at the WTO’s MC-12 Ministerial Meeting, which was postponed due to the COVID-19 pandemic and is scheduled to take place in November 2021;

•restrictions on the repatriation of earnings from certain jurisdictions; and•

digital services taxes, which have been imposed or are under consideration by several European and other countries, which would lead to taxes on certain digital services even though the providers would not be subject to tax under existing international tax rules and treaties;

•working capital constraints.•

the COVID-19 pandemic or any other pandemics or epidemics could result in decreased economic activity in certain markets, decreased use of our products or platform, or in our decreased ability to import, export, ship, or sell our products to supply such services to existing or new customers in international markets;

•

~~fluctuations in currency exchange rates could impact our revenue and expenses of our international operations and expose us to foreign currency exchange rate risk;~~

•

~~restrictions on the repatriation of earnings from certain jurisdictions;~~

•

future possible changes in U.S. regulations on exports of U.S. technologies or dealings with certain countries or parties, including expanding export control and sanctions restrictions on China and Hong Kong; and

•

~~working capital constraints.~~

If we invest substantial time and resources to expand our international operations and are unable to do so successfully and in a timely manner, our business and financial condition may be harmed.

Our revenue and gross profit are subject to seasonality, and if our sales during the holiday season fall below our expectations, our business may be harmed.*

Seasonal consumer shopping patterns significantly affect our business. Specifically, our revenue and gross profit are traditionally strongest in the fourth quarter of each fiscal year and represent a high percentage of the total net revenue for such fiscal year due to higher consumer purchases and increased advertising during holiday seasons. Furthermore, ~~a significant percentage of our player sales through retailers~~ in preparation for the fourth quarter ~~are pursuant to committed sales agreements with retailers for which~~holiday season, we recognize significant discounts in the average selling prices ~~in the third quarter~~of our player sales through retailers in an effort to grow our active accounts, which ~~will~~typically reduce our player gross ~~margin.~~

margin in the fourth quarter.

Given the seasonal nature of advertising and our device sales, accurate forecasting is critical to our operations. We anticipate that this seasonal impact on revenue and gross profit is likely to continue, and any shortfall in expected fourth quarter revenue due to a decline in the effectiveness of our promotional activities, actions by our competitors, disruptions in our supply or distribution chains, tariffs or other restrictions on trade, shipping or air freight delays, or for any other reason, would cause our full year results of operations to suffer significantly. For example, delays or disruptions at U.S. ports of entry ~~could~~have in the past, and may in the future, adversely affect our or our distributors’ ability to timely deliver players and ~~co-branded~~

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Roku TV models to retailers during ~~the~~ holiday ~~season.~~seasons. A substantial portion of our expenses are ~~personnel related, including~~personnel-related (including salaries, stock-based compensation, and ~~benefits,~~benefits) and ~~facilities related~~facilities-related, none of which are seasonal in nature. Accordingly, in the event of a revenue shortfall, we would be unable to mitigate the negative impact on gross profit and operating margins, at least in the short term, and our business would be harmed.

If we fail to attract and retain key personnel, effectively manage succession, or hire, develop, and motivate our employees, we may not be able to execute our business strategy or continue to grow our business.*

Our success depends in large part on our ability to attract and retain key personnel on our senior management team and in our engineering, research and development, sales and marketing, operations, and other organizations. In particular, our founder, President and Chief Executive Officer, Anthony Wood, is critical to our overall management, as well as the continued development of our devices and streaming platform, our culture, and our strategic direction. We do not have long-term employment or non-competition agreements with any of our key personnel. The loss of one or more of our executive officers or the inability to promptly identify a suitable successor to a key role could have an adverse effect on our business.

Our ability to compete and grow depends in large part on the efforts and talents of our employees. Labor is subject to external factors that are beyond our control, including our industry’s highly competitive market for skilled workers and leaders, cost inflation, the COVID-19 pandemic, workforce participation rates, and unstable political conditions. Our employees, particularly engineers and other product developers, are in high demand, and we devote significant resources to identifying, hiring, training, successfully integrating, and retaining these employees. Because we face significant competition ~~for personnel, particularly in the San Francisco Bay Area where our headquarters is located,~~ to attract top talent, we have had to offer, and believe we will need to continue to offer, competitive compensation packages before we can validate the productivity of those employees. In addition, the recent move by companies to offer a remote or hybrid work environment may increase the competition for such employees from employers outside of our traditional office locations. To retain employees, we also may need to increase our employee compensation levels in response to competition. The loss of employees or the inability to hire additional skilled employees is necessary to support our growth could result in significant

disruptions to our business, and the integration of replacement personnel could be time-consuming and expensive and cause disruptions.

We believe a critical component to our success and our ability to retain our best people is our culture. As we continue to grow, we may find it difficult to maintain our entrepreneurial, execution-focused culture. In addition, many of our employees may be able to receive significant proceeds from sales of our equity in the public markets, which may reduce their motivation to continue to work for us. Moreover, the equity ownership of many of our employees could create disparities in wealth among our employees, which may harm our culture and relations among employees and our business.

We need to maintain operational and financial systems that can support our expected growth, increasingly complex business arrangements, and rules governing revenue and expense recognition, and any inability or failure to do so could adversely affect our financial reporting, billing, and payment services.

We have a complex business that is growing in size and complexity both in the United States and in international jurisdictions. To manage our growth and our increasingly complex business operations, especially as we move into new markets internationally or acquire new businesses, we will need to maintain and may need to upgrade our operational and financial systems and procedures, which requires management time and may result in significant additional expense. Our business arrangements with our content partners, advertisers, Roku TV brand partners, and other licensees, and the rules that govern revenue and expense recognition in our business, are increasingly complex. To manage the expected growth of our operations and increasing complexity, we must maintain operational and financial systems, procedures, and controls and continue to increase systems automation to reduce reliance on manual operations. An inability to do so will negatively affect our financial reporting, billing, and payment services. Our current and planned systems, procedures, and controls may not be adequate to support our complex arrangements and the rules governing revenue and expense recognition for our future operations and expected growth. Delays or problems associated with any improvement or expansion of our operational and financial systems and controls could adversely affect our relationships with our users, content publishers, advertisers, advertisement agencies, Roku TV brand partners, or other licensees; cause harm to our reputation and brand; and ~~could also~~ result in errors in our financial and other reporting.

We may pursue acquisitions, which involve a number of risks, and if we are unable to address and resolve these risks successfully, such acquisitions could harm our business.*

We have in the past and may in the future acquire businesses, products, or technologies to expand our offerings and capabilities, user base, and business. We have evaluated, and expect to continue to evaluate, a wide array of potential strategic transactions; however, we have limited experience completing or integrating acquisitions. Any acquisition could

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be material to our financial condition and results of operations, and any anticipated benefits from an acquisition may never materialize. Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results, may cause unfavorable accounting treatment, may expose us to claims and disputes by third parties, including intellectual property claims, and may not generate sufficient financial returns to offset additional costs and expenses related to the acquisitions. In addition, the process of integrating acquired businesses, products, or technologies may create unforeseen operating difficulties and expenditures, in particular when the acquired businesses, products, or technologies involve areas of operation in which we have limited or no prior experience. Acquisitions of businesses, products, or technologies in international markets would involve additional risks, including those related to integration of operations across different cultures and languages, currency risks, and the particular economic, political, and regulatory risks associated with specific countries. We may not be able to address these risks successfully, or at all, without incurring significant costs, delays, or other operational problems, and if we were unable to address such risks successfully, our business could be harmed.

We have outstanding debt, and our credit facility provides our lender with a first-priority lien against substantially all of our assets and contains financial covenants and other restrictions on our actions that may limit our operational flexibility or otherwise adversely affect our financial condition.*

We entered into a credit agreement, dated February 9, 2019 (as amended on May 3, 2019, the “Credit Agreement”) among us, as borrower, certain of our subsidiaries from time to time party thereto, as guarantors, the lenders and issuing banks from time to time party thereto, and Morgan Stanley Senior Funding, Inc., ~~or the Agent~~as administrative agent and collateral agent (the “Agent”), providing for a (i) a four-year revolving credit facility in the aggregate principal amount of up to $100.0 million (the “Revolving Credit Facility”), (ii) a four-year delayed draw term loan A facility in the aggregate principal amount of up to $100.0 million (the “Term Loan A Facility”), and (iii) an uncommitted incremental facility subject to certain ~~conditions (collectively, the “Credit Agreement”).~~conditions. The Credit Agreement contains a number of affirmative and negative covenants, which may restrict our current and future operations, particularly our ability to respond to certain changes in our business or industry or take future actions. The Credit Agreement also contains a financial covenant requiring us to maintain a minimum adjusted quick ratio of at least 1.00 to 1.00, tested as of the last day of any fiscal quarter on the basis of the prior period of our four consecutive fiscal quarters. Pursuant to the Credit Agreement, we granted the Agent a security interest in substantially all of our and our subsidiary guarantors’ assets. In November 2019, we borrowed an aggregate principal amount of $100.0 million from the Term Loan A Facility. We also had outstanding letters of credit as of March 31, 2022 totaling $38.0 million against the Revolving Credit Facility. See the section titled “Management’s Discussion and

Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Senior Secured Term Loan A and Revolving Credit ~~Facilities.”~~

~~In November 2019, we borrowed $100.0 million aggregate principal amount pursuant to the Term Loan A Facility and~~Facilities” elsewhere in ~~March 2020, we borrowed $69.3 million aggregate principal amount of revolving loans pursuant to the Revolving Credit Facility. In May 2020, we~~ ~~entered into~~ ~~an Equity Distribution Agreement with Morgan Stanley & Co. LLC and Citigroup Global Markets Inc., as sales agents (the “2020 Equity Distribution Agreement”)~~, pursuant to which we sold 4.0 million shares of our Class A common stock at an average selling price of $126.01 per share, for aggregate gross proceeds of $504.0 million, a portion of which was used to repay the ~~$69.3 million outstanding under our Revolving Credit Facility. In March 2021, we~~ ~~entered into~~ an Equity Distribution Agreement with Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and Evercore Group L.L.C., as sales agents (the “2021 Equity Distribution Agreement”), pursuant to which we sold 2.6 million shares of our Class A common stock at an average selling price of $379.26, for aggregate gross proceeds of $1,000.0 million. We also have outstanding letters of credit as of March 31, 2021 totaling $30.8 million against the Revolving Credit Facility.

this Quarterly Report.

As of March 31, ~~2021,~~2022, we were in compliance with all of the ~~financial~~ covenants of the Credit Agreement. However, if we fail to comply with the covenants, make payments as specified in the Credit Agreement, or undergo any other event of default contained in the Credit Agreement, the Agent could declare an event of default, which would give it the right to terminate the commitments to provide additional loans and declare any borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately due and payable. In addition, the Agent would have the right to proceed against the assets we provided as collateral pursuant to the Credit Agreement. If the outstanding debt under the Credit Agreement is accelerated, we may not have sufficient cash or be able to sell sufficient assets to repay it, which would harm our business and financial condition.

When we borrowed pursuant to the ~~Revolving Credit~~Term Loan A Facility, we chose a variable interest rate based on the one-month U.S. dollar London Interbank Offered Rate (“LIBOR”) as the benchmark for establishing the applicable interest rate. If we borrow pursuant to the Revolving Credit Facility, we are permitted to choose LIBOR as the benchmark for establishing the applicable interest rate as well. LIBOR, which is ~~currently~~ calculated and published for various currencies and periods by the ~~benchmark’s administrator,~~ ICE Benchmark Administration Limited (“IBA”), ~~which~~ is ~~regulated for such purposes by~~in the ~~United Kingdom’s Financial Conduct Authority. On March 5, 2021, the~~process of being phased out. The IBA ~~confirmed that it would cease the~~has ceased publication of the one-week and two-month U.S. dollar LIBOR settings, ~~immediately following the LIBOR~~and intends to cease publication ~~on December 31, 2021, and the~~of all other U.S. dollar LIBOR settings ~~(overnight and 12 months) immediately following~~(including the ~~LIBOR publication on~~one-month setting) after June 30, 2023.

Accordingly, in the near future LIBOR will cease being a widely used benchmark interest rate. The current and any future reforms and other pressures may cause LIBOR to be replaced with a new benchmark or to perform differently than in the past, including during the transition period. ~~The~~Although our Credit Agreement will expire in February 2023 (before the cessation of the publication of the one-month U.S. dollar LIBOR setting), the consequences of the LIBOR developments cannot be entirely predicted and could have an adverse impact on the value of our LIBOR-linked financial obligations, such as an increase in the cost of our Credit Agreement indebtedness.

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We may require additional capital to meet our financial obligations and support planned business growth, and this capital might not be available on acceptable terms or at all.

We intend to continue to make significant investments to support planned business growth and may require additional funds to respond to business challenges, including the need to develop new devices and enhance our streaming platform, continue to expand the content on our platform, maintain adequate levels of inventory to support our retail partners’ demand requirements, improve our operating infrastructure, or acquire complementary businesses, personnel, and technologies. Our primary uses of cash include operating costs such as personnel-related expenses and capital spending. Our future capital requirements may vary materially from those currently planned and will depend on many factors including our growth rate and the continuing market acceptance of our streaming platform, the Roku OS, and players, along with the timing and effort related to the introduction of new platform features, players, hiring of experienced personnel, the expansion of sales and marketing activities, as well as overall economic conditions.

We may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our then existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our Class A common stock. Any debt financing we secure could involve additional restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. If we were to violate such restrictive covenants, we could incur penalties, increased expenses, and an acceleration of the payment terms of our outstanding debt, which could in turn harm our business.

We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be harmed.

Risks Related to Cybersecurity, Reliability, and Data Privacy

Significant disruptions of our information technology systems or data security incidents could harm our reputation, cause us to modify our business practices, and otherwise adversely affect our business and subject us to liability.*

We are ~~increasingly~~ dependent on information technology systems and infrastructure to operate our business. In the ordinary course of our business, we collect, store, process, and transmit large amounts of sensitive corporate, personal, and other information, including intellectual property, proprietary business information, user payment card information, other user information, employee information, and other confidential information. It is critical that we do so in a secure manner to maintain the confidentiality, integrity, and availability of such information. Our obligations under applicable laws, regulations, contracts, industry standards, self-certifications, and other documentation may include maintaining the confidentiality, integrity, and availability of personal information in our possession or control, maintaining reasonable and appropriate security safeguards as part of an information security program, and limits on the use ~~and/~~or cross-border transfer of such personal information. These obligations create potential legal liability to regulators, our business partners, our users, and other relevant stakeholders and ~~also~~ impact the attractiveness of our subscription service to existing and potential users.

We have outsourced certain elements of our operations (including elements of our information technology infrastructure) to third parties, or may have incorporated technology into our platform, that collects, processes, transmits, and stores our users’ or others’ personal information (such as payment card information), and as a result, we manage a number of third-party vendors and other partners who may or could have access to our information technology systems (including our computer networks) or to our confidential information. In addition, many of those third parties in turn subcontract or outsource some of their responsibilities to third parties. As a result, our information technology systems, including the functions of third parties that are involved in or have access to those systems, are very large and complex. While all information technology operations are inherently vulnerable to inadvertent or intentional security breaches, incidents, attacks, and exposures, the size, complexity, accessibility, and distributed nature of our information technology systems, and the large amounts of sensitive or personal information stored on those systems, make such systems vulnerable to unintentional or malicious, internal, and external threats on our technology environment. Vulnerabilities can be exploited from inadvertent or intentional actions of our employees, third-party vendors, business partners, or by malicious third parties. ~~Attacks~~For example, despite our efforts to secure our information technology systems and the data contained in those systems, including our efforts to educate or train our employees, we and our third-party vendors have experienced, and remain vulnerable to, data security incidents, including data breaches, phishing attacks, and improper employee access of ~~this nature~~confidential data. Malicious attacks are increasing in their frequency, levels of persistence, sophistication and intensity, and are being conducted by sophisticated and organized groups and individuals with a wide range of motives (including, but

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not limited to, industrial espionage) and expertise, including organized criminal groups, “hacktivists,” nation states, and others. ~~For example, despite our efforts to secure our~~The Russian invasion of Ukraine and resulting geopolitical conflict also have increased the risk of malicious attacks on information technology ~~systems and~~operations globally, including for companies headquartered in the ~~data contained in those systems, including any efforts to educate or train~~United States.

Most of our employees ~~we remain vulnerable to phishing attacks.~~

now have a hybrid work schedule (consisting of both in-person work and working from home) in 2022. Although we have ~~and may in the future, implement remote working~~implemented work from home protocols and offer work-issued devices to employees, the actions of our employees while working ~~remotely~~from home may have a greater effect on the security of our systems and the data we process, including by increasing the risk of compromise to our systems, intellectual property, or data arising from employees’ combined personal and private use of devices, accessing our systems or data using wireless networks that we do not control, or the ability to transmit or store company-controlled data outside of our secured network. These risks have been heightened by the dramatic increase in the numbers of our employees who have been and are continuing to work from home as a result of government guidelines and internal policies adopted in response to the COVID-19 pandemic.

In addition to the threat of unauthorized access or acquisition of sensitive or personal information or intellectual property, other threats ~~could~~ include the deployment of harmful malware, ransomware attacks, denial-of-service attacks, social engineering, and other means to affect service reliability and threaten the confidentiality, integrity, and availability of information. Some of these external threats may be amplified by the nature of our third-party web hosting, cloud computing, or network-dependent streaming services or suppliers. Our systems regularly experience directed attacks ~~on at least a periodic basis~~ that are intended to interrupt our operations; interrupt our users’, content publishers’, and advertisers’ ability to access our platform; extract money from us; ~~and/~~or view or obtain our data (including without limitation user or employee personal information or proprietary information) or intellectual property. ~~Although we have implemented certain systems, processes, and safeguards intended to protect our information technology systems and data from such threats and mitigate risks to our systems and data, we~~We cannot be certain that threat actors will not have a material impact on our systems or services in the future. Our safeguards intended to prevent or mitigate certain threats may not be sufficient to protect our information

technology systems and data due to the developing sophistication and means of attack in the threat ~~landscape.~~landscape as well as the impact that third-party vendors and third-party products may have on our cybersecurity. Recent developments in the threat landscape include an increased number of cyber extortion and ransomware attacks, with increases in the amount of ransom demands and the sophistication and variety of ransomware techniques and methodology. Ransomware or other cybersecurity attacks affecting our third-party vendors also may impact our ability to operate our business, such as when our information technology or human resources vendors experience an outage of their systems, which renders services to downstream customers unavailable. Additionally, our third-party vendors or business partners’ information technology systems, or hardware/software provided by such third parties for use in our information technology systems, may be vulnerable to similar threats and our business could be affected by those or similar third-party relationships.

Open source software, which may be incorporated into our systems or products, inherently presents a large attack surface and may contain vulnerabilities of which we are not aware and which we cannot control or fully mitigate. For example, the Apache Log4j vulnerability discovered in December 2021 can be exploited by remote code execution, which can allow a bad actor to steal data or take over our systems. We have taken steps to patch this vulnerability by updating our relevant Apache software, but we, and the many other affected organizations, remain vulnerable in light of the widespread use of the Apache Log4i library and difficulty in identifying all instances of this library across an entire enterprise. We cannot assure you that we will not be impacted by this or other similar vulnerabilities in the future.

We maintain insurance policies to cover certain losses relating to our information technology systems. However, there may be exceptions to our insurance coverage such that our insurance policies may not cover some or all aspects of a security incident. Insurance policies will also not protect against the reputational harms caused by a major security incident. Even where an incident is covered by our insurance, the insurance limits may not cover the costs of complete remediation and redress that we may be faced with in the wake of a security incident. The successful assertion of one or more large claims against us that exceeds our available insurance coverage, or results in changes to our insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), could have an adverse effect on our business. In addition, we cannot be sure that our existing insurance coverage and coverage for errors and omissions will continue to be available on acceptable terms or that our insurers will not deny coverage as to any future claim. Though it is difficult to determine what harm may directly result from any specific interruption or breach, any failure to maintain performance, reliability, security, and availability of our network infrastructure to the satisfaction of our users, business partners, regulators, or other relevant stakeholders may harm our reputation and our ability to retain existing users and attract new users. Because of our prominence in the TV streaming industry, we believe we may be a particularly attractive target for threat actors. ~~Our platform also incorporates licensed software from third parties, including open-source software, and we may also be vulnerable to attacks that focus on such third-party software.~~ Any attempts by threat actors to disrupt our platform, our streaming devices, website, computer systems, or our mobile apps, if successful, could harm our business, subject us to liability, be expensive to remedy, cause harm to our systems and operations, and damage our reputation. Efforts to prevent threat actors from entering our computer systems or exploiting vulnerabilities in our devices are expensive to implement and may not be effective in detecting or preventing intrusion or vulnerabilities. Such unauthorized access to our data could damage our reputation and our business and could expose us to the risk of contractual damages, litigation, and regulatory fines and penalties that could harm our business. The risk of harm to our business caused by security incidents may also increase as we expand our product and service offerings and as we enter into new markets. Implementing, maintaining, and updating security safeguards requires substantial resources now and will likely be an increasing and substantial cost in the future.

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Significant disruptions of our third-party vendors’ ~~and/~~or commercial partners’ information technology systems or other similar data security incidents could adversely affect our business operations ~~and/~~or result in the loss, misappropriation, ~~and/~~or unauthorized access, use or disclosure of, or the prevention of access to, sensitive or personal information, which could harm our business. In addition, information technology system disruptions, whether from attacks on our technology environment or from computer viruses, natural disasters, terrorism, war, foreign invasions, and ~~telecommunication~~telecommunications and electrical failures, could result in a material disruption of our product development and our business operations.

There is no way of knowing with certainty whether we have experienced any data security incidents that have not been discovered. While we have no reason to believe that we have experienced a data security incident that we have not discovered, attackers have become very sophisticated in the way they conceal their unauthorized access to systems, and many companies that have been attacked are not aware that they have been attacked. Any event that leads to unauthorized access, use, or disclosure of personal information, including but not limited to personal information regarding our users, could disrupt our business, harm our reputation, compel us to comply with applicable federal ~~and/~~or state breach notification laws and foreign law equivalents, subject us to time consuming, distracting, and expensive litigation, regulatory investigation and oversight, mandatory corrective action, require us to verify the correctness of database contents, or otherwise subject us to liability under laws, regulations, and contractual obligations, including those that protect the privacy and security of personal information. This could result in increased costs to us and result in significant legal and financial exposure ~~and/~~or reputational harm. For example, in the wake of a data breach involving payment card data, we may be subject to substantial penalties and related enforcement for failure to adhere to the technical or operational security requirements of the Payment Card Industry (“PCI”) Data Security Standards (“DSS”) imposed by the PCI Council to protect cardholder data. Penalties arising from PCI DSS enforcement are inherently uncertain as penalties may be imposed by various entities within the payment card processing chain without regard to any statutory or universally mandated framework. Such enforcement could threaten our relationship with our banks, card brands we do business with, and our third-party payment processors.

In addition, any actual or perceived failure by us, or our vendors, or our business partners to comply with our privacy, confidentiality, or data security-related legal or other obligations to third parties, or any further security incidents or other unauthorized access events that result in the unauthorized access, release, or transfer of sensitive information ~~which~~(which could include personal ~~information,~~information), may result in governmental investigations, enforcement actions, regulatory fines, litigation, or

public statements against us by advocacy groups or others, and could cause third parties, including current and potential partners, to lose trust in us ~~including~~(including existing or potential users’ perceiving our platform, system, or networks as less ~~desirable~~desirable) or we could be subject to claims by third parties that we have breached our privacy- or confidentiality-related obligations, which could materially and adversely affect our business and prospects. There can be no assurance that the limitations of liability in our contracts would be enforceable or adequate or would otherwise protect us from liabilities or damages. Moreover, data security incidents and other inappropriate access can be difficult to detect, and any delay in identifying them may lead to increased harm of the type described above. While we have implemented security measures intended to protect our information technology systems and infrastructure, as well as the personal and proprietary information that we possess or control, there can be no assurance that such measures will successfully prevent service interruptions or further security incidents. Data protection laws around the world often require ~~“reasonable”, “appropriate”~~“reasonable,” “appropriate,” or “adequate” technical and organizational security measures, and the interpretation and application of those laws are often uncertain and evolving, and there can be no assurance that our security measures will be deemed adequate, appropriate, or reasonable by a regulator or court. Moreover, even security measures that are deemed appropriate, reasonable, ~~and/~~or in accordance with applicable legal requirements may not be able to protect the information we maintain. In addition to potential fines, we could be subject to mandatory corrective action due to a data security incident, which could adversely affect our business operations and result in substantial costs ~~for years to come.~~

and reputational harm.

We and our service providers collect, process, transmit, and store ~~the~~ personal and confidential information, ~~of our users,~~ which creates legal obligations and exposes us to potential liability.*

We collect, process, transmit, and store personal or confidential information about ~~a variety of individuals including~~ our users (and their devices), employees, and ~~their devices,~~partners, and we rely on ~~third party~~third-party service providers to collect, process, transmit, and store personal or confidential information of our users ~~including~~(including our users’ payment card ~~data.~~data), employees, and partners. We collect such information from individuals located both in the United States and abroad and may store or process such information outside the country in which it was collected. Further, we, ~~and~~ our service providers ~~as well as~~and our business partners use tracking technologies, including cookies, device identifiers, and related technologies, to help us manage and track our users’ interactions with our platform, devices, website, and partners’ content to deliver relevant advertising and personalized content for ourselves and on behalf of our partners on our devices.

We collect information about the interaction of users with our platform, devices, website, advertisements, and content publishers’ streaming channels. To deliver relevant advertisements effectively, we must successfully leverage this data, as well as data provided by third parties. Our ability to collect and use such data could be restricted by a number of

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factors, including ~~users’~~users having the ability to refuse consent to or opt out from our, our service ~~providers~~providers’, or our advertising partners’ collection and use of this data, restrictions imposed by advertisers, content publishers, licensors, and service providers, changes in technology, and developments in laws, regulations, and industry standards. For example, certain EUEuropean Union (“EU”) laws and regulations prohibit access to or storage of information on a user’s device (such as cookies and similar technologies that we use for advertising) that is not “strictly necessary” to provide a user-requested service or used for the “sole purpose” of a transmission unless the user has provided ~~unambiguous, affirmative~~ consent, and users may choose not to provide this consent to collection of information which is used for advertising purposes. Additionally, certain device manufacturers or operating system providers may restrict the deployment of cookies and similar technologies, or otherwise restrict the collection of personal information through these or other tools, via our applications. Any restrictions on our ability to collect or use data could harm our ability to grow our revenue, particularly our platform revenue which depends on engaging the relevant recipients of advertising campaigns.

Various federal, state, and foreign laws and regulations as well as industry standards and contractual obligations govern the collection, use, retention, protection, disclosure, cross-border transfer, localization, sharing, and security of the data we receive from and about our users, employees, and other individuals. The regulatory environment for the collection and use of personal information by device manufacturers, online service providers, content distributors, advertisers, and publishers is evolving in the United States and internationally. Privacy and consumer rights groups and government bodies ~~including~~(including the U.S. Federal Trade Commission (“FTC”), state attorneys general, the European Commission, European and ~~European~~UK data protection authorities, and the Brazilian national data protection authority), have increasingly scrutinized privacy issues with respect to devices that identify or are identifiable to a person (or household or device) and personal information collected through the internet, and we expect such scrutiny to continue to increase. The ~~United States,~~U.S. federal government, U.S. states, and foreign governments have enacted ~~and~~(or are ~~considering~~considering) laws and regulations that could significantly restrict industry participants’ ability to collect, use, and share personal information, such as by regulating the level of consumer notice and consent required before a company can place cookies or other tracking technologies. For example, the EU General Data Protection Regulation (“GDPR”) ~~became effective in May 2018 and~~ imposes detailed requirements related to the collection, storage, and use of personal information related to people located in the EU or(or which is processed in the context of EU ~~operations~~operations) and places new data protection obligations and restrictions on organizations, and may require us to make further changes to our policies and procedures in the future beyond what we have already done.

~~Further,~~ In addition, in the wake of ~~Brexit, there has been uncertainty with regard to the regulation of data protection in~~ the United ~~Kingdom. Although~~Kingdom’s withdrawal from the EU (“Brexit”), the United Kingdom ~~enacted~~has adopted a ~~Data Protection Act in May 2018,~~framework similar to the GDPR. The EU has recently confirmed that the UK data protection framework as being “adequate” to receive EU personal data. We are monitoring recent developments regarding amendments to the UK data protection framework and the EUimpact this may declare the United Kingdom’s privacy laws as adequate for receiving personal information from the EU, a level of uncertainty remains regarding how data transfers to and from the United Kingdom will be regulated after Brexit. have on our business.

We made changes to our data protection compliance program to prepare for the GDPR and will continue to monitor the implementation and evolution of data protection regulations, but if we are not compliant with GDPR or other data protection laws or regulations if and when implemented, we may be subject to significant fines and penalties (such as restrictions on personal information processing) and our business may be harmed. For example, under the GDPR, fines of up to ~~EUR 20 million or~~ 4% of the annual global revenue of a noncompliant company, ~~whichever is greater,~~ as well as data processing restrictions, could be imposed for violation of certain of the GDPR’s requirements. ~~Other countries have also proposed or passed legislation with obligations similar~~Data protection laws continue to ~~that~~proliferate throughout the world and such laws likely apply to our business. For example, Brazil’s General Data Protection Law (“LGPD”) came into effect in August 2020. The LGPD bears many substantive similarities to the GDPR such as extra-territorial reach, enhanced privacy rights for individuals, data transfer restrictions, and mandatory breach notification obligations. It carries penalties of ~~the GDPR.~~

up to 2% of a company’s annual revenue in Brazil.

The U.S. data protection legal landscape also continues to evolve, with various states ~~such as California and Nevada~~ having enacted broad-based data privacy and protection legislation and with states and the federal government continuing to consider additional data privacy and protection legislation. The potential effects of this legislation are far-reaching and may require us to modify our data processing practices and policies and to incur substantial costs and expenses in an effort to comply. ~~Effective~~For example, effective October 2019, Nevada amended its existing Security of Personal Information Law (“SPI Law”) to require, among other things, that certain businesses provide a designated request address to intake requests from consumers to opt out of the sale of their personal data. ~~The~~Effective January 2020, the California Consumer Privacy Act (“CCPA”) ~~went into effect in January 2020 and~~ gives California residents certain rights with respect to their personal information, such as rights to access, and require deletion of, their personal information, opt out of the sale of their personal information, and receive detailed information about how their personal information is used. The CCPA also provides for civil penalties for violations, as well as a private right of action for data breaches that may increase data breach litigation. The ~~CCPA was amended and the California Office of the Attorney General published final regulations to implement portions of the CCPA. In November 2020, the~~ California Privacy Rights Act (“CPRA”) ~~was passed into law and goes into effect~~, which becomes effective on January 1, 2023 (with a ~~‘look-back’~~“look-back” to January 1, 2022)~~. The CPRA~~, builds on the CCPA and among other things, requires the establishment of a dedicated agency to regulate consumer privacy issues. In ~~March 2021,~~recent years, Virginia, ~~enacted the Consumer Data Protection Act (“VCDPA”), which goes into effect January 1, 2023. The VCDPA introduces~~Colorado, and Utah have adopted laws introducing new privacy obligations for which we may need to take additional steps to comply.

Data protection laws continue to proliferate throughout the world and such laws likely apply to our business. For example, Brazil’s General Data Protection Law (“LGPD”) came into effect in August 2020. The LGPD bears many substantive similarities to the GDPR such as extra-territorial reach, enhanced privacy rights for individuals, data transfer restrictions and mandatory breach notification obligations. It carries penalties of up to 2% of a company’s Brazilian revenue.

We are continuing to assess the impact of new and proposed data privacy and protection laws and proposed amendments to existing laws on our business. Such restrictions could, for example, limit our ability to supply targeted advertising and thus negatively impact our business.

~~Applicable data privacy~~

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In addition, each U.S. state and most U.S. territories, each EU member state, and the United Kingdom, as well as many other foreign nations, have passed laws requiring notification to regulatory authorities, affected users, or others within a specific timeframe when there has been a security ~~laws~~breach involving, or other unauthorized access to or acquisition or disclosure of, certain personal information and impose additional obligations on companies. Additionally, our agreements with certain users or partners may ~~also obligate~~require us to ~~employ~~notify them in the event of a security ~~measures that~~breach. Such statutory and contractual disclosures are ~~appropriate~~costly, could lead to negative publicity, may cause our users to lose confidence in the ~~nature~~effectiveness of the data we collect and process and, among other factors, the risks attendant to our data processing activities in order to protect personal information from unauthorized access or disclosure, or accidental or unlawful destruction, loss, or alteration. We have implemented security measures that we believe are appropriate, but a regulator could deem our security measures, ~~not to be appropriate given the lack of prescriptive measures in certain data protection laws. Given the evolving nature of security threats~~ and evolving safeguards, we cannot be sure that our chosen safeguards will protect against security threats to our business including the personal information that we process. However, even security measures that are appropriate, reasonable, and/or in accordance with applicable legal requirements may not be able to fully protect our information technology systems and the data contained in those systems, or our data that is contained in third parties’ systems. Moreover, certain data protection laws impose on us responsibility for our employees and third parties that assist with aspects of our data processing. Our employees’ or third parties’ intentional, unintentional, or inadvertent actions may increase our vulnerability or exposerequire us to expend significant capital and other resources to respond to or alleviate problems caused by the actual or perceived security ~~threats, such as phishing attacks,~~breach. Compliance with these obligations could delay or impede the development of new products and we may ~~remain responsible for successful access, acquisition or other disclosure of our data despite the quality and legal sufficiency of our security measures.~~

cause reputational harm.

As part of our data protection compliance program, we have implemented data transfer mechanisms to provide for the transfer of personal information from the European Economic Area (the “EEA”) or the United Kingdom to the United States. However, there are certain unsettled legal issues regarding the adequacy of ~~these~~ data ~~transfer mechanisms,~~transfers to the United States, the resolution of which may adversely affect our ability to transfer personal information from the EEA to the United States. On July 16, 2020, the European Court of Justice ~~(the highest EU Court)~~ ruled the ~~EU-US~~EU-U.S. Privacy Shield to be an invalid data transfer mechanism, confirmed that the Model Clauses remain valid, and left unaddressed some issues regarding supplementary measures that

may need to be taken to support transfers. ~~We are currently awaiting regulatory guidance~~On March 25, 2022, the European Commission and U.S. government announced that an agreement in principle on a new framework for data transfers from ~~EU Data Protection Authorities~~the EEA to the United States had been reached, and that this new framework should address the ~~US Department~~concerns raised in the 2020 European Court of ~~Commerce on the impact of this ruling on broader international data transfer compliance for companies, including finalized guidance on specific supplementary measures that all companies would~~Justice decision. Additional steps will need to be ~~required~~taken to implement this framework, however, and we are not yet able to predict when or whether it will provide a consistent mechanism for our data transfers between the two jurisdictions. In addition, in ~~addition to~~2021, the European Commission published updated versions of the Model ~~Clauses. This~~Clauses, which must be incorporated into new and existing agreements within prescribed timeframes in order to continue to lawfully transfer personal information outside of the EEA. The United Kingdom published final versions of its own Model Clauses in February 2022. Updating agreements to incorporate these new Model Clauses for the EEA and United Kingdom may ~~involve changes that~~ require significant time and resources to implement, including through adjusting our operations, conducting requisite data transfer assessments, and revising our contracts. Our ability to continue to transfer personal information outside of the EU may become significantly more costly and may subject us to increased scrutiny and liability under the GDPR, and we may experience operating disruptions if we are unable to conduct these transfers in the future. In addition, cloud service providers upon which our services depend are experiencing heightened scrutiny from EU regulators, which may lead to significant shifts or unavailability of cloud services to transfer personal information outside the EU, which may significantly impact our costs or ability to operate.

We continue to assess the available regulatory guidance, determinations, and enforcement actions from EU Data Protection Authorities and the U.S. Department of Commerce on international data transfer compliance for companies, including guidance on specific supplementary measures in addition to the Model Clauses as well as specific data sharing that may be deemed a cross-border transfer for which appropriate safeguards must be implemented. Our ability to continue to transfer personal information outside of the EU may become significantly more costly and may subject us to increased scrutiny and liability under the GDPR or other legal frameworks, and we may experience operating disruptions if we are unable to conduct these transfers in the future.

We will continue to review our business practices and may find it necessary or desirable to make changes to our personal information processing to cause our transfer and receipt of EEA residents’ personal information to conform to applicable European law. The regulation of data privacy in the EU continues to evolve, and it is not possible to predict the ultimate effect of evolving data protection regulation and implementation over time. Member states also have some flexibility to supplement the GDPR with their own laws and regulations and may apply stricter requirements for certain data processing activities.

In addition, some countries are considering or have enacted ~~‘data localization’~~“data localization” laws requiring that user data regarding users in their ~~country~~respective countries be maintained, ~~stores, and/~~stored, or processed in their ~~country.~~respective countries. Maintaining local data centers in individual countries could increase our operating costs significantly. We expect that, in addition to the ~~business~~“business as ~~usual~~usual” costs of compliance, the evolving regulatory interpretation and enforcement of laws such as the GDPR and CCPA, as well as other domestic and foreign data protection laws, will lead to increased operational and compliance costs and will require us to continually monitor and, where necessary, make changes to our operations, policies, and procedures. Any failure or perceived failure to comply with privacy-related legal obligations, or any compromise of security of user data, may result in governmental enforcement actions, litigation, contractual ~~indemnity~~indemnities, or public statements against us by consumer advocacy groups or others. In addition to potential liability, these events could harm our business.

We publish privacy policies, notices, and other documentation regarding our collection, processing, use, and disclosure of personal information, credit card information, ~~and/or~~and other confidential information. Although we endeavor to comply with our published policies, certifications, and documentation, we may at times fail to do so or may be perceived to have failed to do so. Moreover, despite our efforts, we may not be successful in achieving compliance if our employees, representatives, agents, vendors, or ~~vendors~~other third parties fail to comply with our published policies, certifications, and

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documentation. Such failures can subject us to potential international, local, state, and federal action if they are found to be deceptive, unfair, or misrepresentative of our actual practices.

We have incurred, and will continue to incur, expenses to comply with privacy and security standards and protocols imposed by law, regulation, industry standards, and contractual obligations. Increased regulation of data collection, use, and security practices, including self-regulation and industry standards, changes in existing laws, enactment of new laws, increased enforcement activity, and changes in interpretation of laws, could increase our cost of compliance and operation, limit our ability to grow our business, or otherwise harm our business.

Our actual or perceived failure to adequately protect personal information and confidential information that we (or our service providers or business partners) collect, store or process could trigger contractual and legal obligations, harm our reputation, subject us to liability and otherwise adversely affect our business including our financial results.

In the ordinary course of our business, we collect, store and process personal information (including payment card information) and/or other confidential information of our employees, our partners, and our users. We use third-party service providers and subprocessors to help us deliver our services. These vendors may store or process personal information, payment card information and/or other confidential information of our employees, our partners, or our users. We collect such information from individuals located both in the United States and abroad and may store or process such information outside the country in which it was collected.

A variety of state, national, and foreign laws and regulations apply to the collection, use, retention, protection, disclosure, security, transfer, cross-border transfer, localization, and other processing of personal information. These privacy and data protection-related laws and regulations are evolving, with new or modified laws and regulations proposed and implemented frequently and existing laws and regulations subject to new or different interpretations. In addition, each state and the District of Columbia, Guam, Puerto Rico, the U.S. Virgin Islands, EU member states, and the United Kingdom, as well as some other foreign nations, have passed laws requiring notification to regulatory authorities, to affected users, and/or

others within a specific timeframe when there has been a security breach involving certain personal information as well as impose additional obligations for companies. Additionally, our agreements with certain users or partners may require us to notify them in the event of a security breach. Such statutory and contractual disclosures are costly, could lead to negative publicity, may cause our users to lose confidence in the effectiveness of our security measures and require us to expend significant capital and other resources to respond to and/or alleviate problems caused by the actual or perceived security breach. Compliance with these obligations could delay or impede the development of new products and may cause reputational harm.

Litigation resulting from security breaches may adversely affect our business. Unauthorized access to our platform, systems, networks, or physical facilities could result in litigation with our users or other relevant stakeholders. These proceedings could force us to spend money in defense or settlement, divert management’s time and attention, increase our costs of doing business, and/or adversely affect our reputation. We could be required to fundamentally change our business activities and practices or modify our products and/or platform capabilities in response to such litigation, which could have an adverse effect on our business. Any actual or perceived inability to adequately protect the privacy of individuals’ information in our possession, custody or control may render our products or services less desirable and could harm our reputation and business. Any costs incurred as a result of this potential liability could harm our business.

Any significant disruption in our computer systems or those of third parties we utilize in our operations could result in a loss or degradation of service on our platform and could harm our business.

We rely on the expertise of our engineering and software development teams for the performance and operation of the Roku OS, streaming platform, and computer systems. Service interruptions, errors in our software, or the unavailability of computer systems used in our operations could diminish the overall attractiveness of our devices and streaming platform to existing and potential ~~users.~~users or otherwise disrupt our business. We utilize computer systems located either in our facilities or those of third-party server hosting providers and third-party internet-based or cloud computing services. Although we generally enter into service level agreements with these parties, we exercise no control over their operations, which makes us vulnerable to any errors, interruptions, or delays that they may experience. In the future, we may transition additional features of our services from our managed hosting systems to cloud computing services, which may require significant expenditures and engineering resources. If we are unable to manage such a transition effectively, we may experience a loss or degradation in services, operational delays, ~~and~~or inefficiencies until the transition is complete. Upon the expiration or termination of any of our agreements with third-party vendors, we may not be able to replace their services in a timely manner or on terms and conditions, including service levels and cost, that are favorable to us, and a transition from one vendor to another vendor could subject us to operational delays and inefficiencies until the transition is complete. In addition, fires, floods, earthquakes, wars, foreign invasions, terrorist activity, power losses, telecommunications failures, break-ins, and similar events could damage these systems and hardware or cause them to fail completely. As we do not maintain entirely redundant systems, a disrupting event could result in prolonged downtime of our operations, products, or services and could adversely affect our business. Any disruption in the services provided by these vendors could have adverse impacts on our business reputation, customer relations, and operating results.

If any aspect of our computer systems or those of third parties we utilize in our operations fails, it may lead to downtime or slow processing time, either of which may harm the experience of our users. We have experienced, and may in the future experience, service disruptions, outages, and other performance problems due to a variety of factors, including infrastructure changes, human or software errors, and capacity constraints. We expect to continue to invest in our technology infrastructure to maintain and improve the user experience and platform performance. To the extent that we or our third-party service hosting ~~provider~~providers do not effectively address capacity constraints, upgrade or patch systems as needed, and continually develop technology and network architecture to accommodate increasingly complex services and functions, increasing numbers of users, and actual and anticipated changes in technology, our business may be harmed.

Changes in how network operators manage data that travel across their networks could harm our business.

Our business relies upon the ability of our users to access high-quality streaming content through the internet. As a result, the growth of our business depends on our users’ ability to obtain and maintain ~~low-cost,~~ high-speed access to the internet at reasonable cost, which relies in part on ~~the~~internet service network operators’ continuing willingness to upgrade and maintain their equipment as needed to sustain a robust internet infrastructure as well as their continued willingness to preserve the open and interconnected nature of the internet. We exercise no control over network operators, which makes us vulnerable to any errors, ~~interruptions~~disruptions, or delays in their ~~operations.~~operations, as well as any decision they may make to prioritize the delivery of certain network traffic at the expense of other traffic. Any material disruption or degradation in internet services could harm our business.

To the extent that the number of internet users continues to increase, network congestion could adversely affect the reliability of our streaming platform. We may also face increased costs of doing business, or decreased demand for our services, if network operators engage in discriminatory practices with respect to streamed video content in an effort to monetize access to their networks or customers by data

providers.

Certain laws intended to prevent network operators from engaging in discriminatory practices with respect to streaming video content have been implemented in many countries, including in the EU. In other countries, laws in this area may be nascent or non-existent. Furthermore, favorable laws may change. Given the ~~past, internet service providers have attempted to~~uncertainty around these laws and the rules that implement them, including changing interpretations, amendments, or repeal, coupled with potentially

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significant political and economic power of network operators, we could experience discriminatory or anti-competitive practices, such as usage-based pricing, bandwidth caps, and traffic “shaping” or ~~throttling. To the extent network operators were to create tiers of internet access service and either charge us for access to these tiers or prohibit~~throttling, that could impede our ~~content offerings from being available on some or all of these tiers,~~growth, result in a decline in our quality of service, ~~could decline, our operating expenses could increase and~~cause us to incur additional expense, or otherwise impair our ability to attract and retain users, ~~could be impaired, each~~all of which ~~would~~could harm our business.

In addition, most network operators that provide consumers with access to the internet also ~~provide these~~offer consumers ~~with~~ multichannel video ~~programming.~~programming, and some network operators also own streaming services. These network operators have an incentive to use their network infrastructure in a manner adverse to the continued growth and success of other companies seeking to distribute similar video programming. To the extent that network operators are able to provide preferential treatment to their own data and content, as opposed to ours, our business could be harmed.

Risks Related to Intellectual Property

Litigation regarding intellectual property rights could result in the loss of rights important to our devices and streaming platform, cause us to incur significant legal costs, or otherwise harm our business.

Some internet, technology, and media companies, including some of our competitors, own large numbers of patents, copyrights, and trademarks, which they may use to assert claims against us. Third parties have asserted, and may in the future assert, that we have infringed, misappropriated, or otherwise violated their intellectual property rights. As we grow and face increasing competition, the possibility of intellectual property rights claims against us will grow. Plaintiffs who have no relevant product revenue may not be deterred by our own issued patents and pending patent applications in bringing intellectual property rights claims against us. The cost of patent litigation or other proceedings, even if resolved in our favor, has been or could be substantial. Some of our competitors may be better able to sustain the costs of such litigation or proceedings because of their substantially greater financial resources. Patent litigation and other proceedings may also require significant management time and divert management from our business. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could impair our ability to compete in the marketplace. The occurrence of any of the foregoing could harm our business.

As a result of intellectual property infringement claims, or to avoid potential claims, we may choose or be required to seek licenses from third parties. These licenses may not be available on commercially reasonable terms, or at all. Even if we are able to obtain a license, the license would likely obligate us to pay license fees or royalties or both, and the rights granted to us might be nonexclusive, with the potential for our competitors to gain access to the same intellectual property. In addition, the rights that we secure under intellectual property licenses may not include rights to all of the intellectual property owned or controlled by the licensor, and the scope of the licenses granted to us may not include rights covering all of the products and services provided by us and our licensees. Furthermore, an adverse outcome of a dispute may require us toto: pay damages, potentially including treble damages and attorneys’ fees, if we are found to have willfully infringed a party’s intellectual property; cease making, licensing, or using technologies that are alleged to infringe or misappropriate the intellectual property of others; expend additional development resources to redesign our products; enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies, content, or materials; and to indemnify our partners and other third parties. For example, we have in the past elected to develop and implement specific design changes to address potential risks that certain products could otherwise become subject to exclusion or cease and desist orders arising from patent infringement and other intellectual property claims brought in the U.S. International Trade Commission. In addition, any lawsuits regarding intellectual property rights, regardless of their success, could be expensive to resolve and would divert the time and attention of our management and technical personnel.

If we fail to, or are unable to, protect or enforce our intellectual property or proprietary rights, our business and operating results could be harmed.

We regard the protection of our patents, trade secrets, copyrights, trademarks, trade dress, domain names, and other intellectual property or proprietary rights as critical to our success. We strive to protect our intellectual property rights by relying on federal, state, and common law rights, as well as contractual restrictions. We seek to protect our confidential proprietary information, in part, by entering into confidentiality agreements and invention assignment agreements with all of our employees, consultants, contractors, advisors, and any third parties who have access to our proprietary know-how, information, or technology. However, we cannot be certain that we have executed such agreements with all parties who may have helped to develop our intellectual property or who had access to our proprietary information, nor can we be certain that our agreements will not be breached. Any party with whom we have executed such an agreement could potentially breach that agreement and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. We cannot guarantee that our trade secrets and other confidential proprietary information will not be disclosed or that competitors will not otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques. Detecting the disclosure or misappropriation of

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a trade secret

and enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, time-consuming, and could result in substantial costs, and the outcome of such a claim is unpredictable.

Further, the laws of certain foreign countries do not provide the same level of protection of corporate proprietary information and assets such as intellectual property, trademarks, trade secrets, know-how, and records as the laws of the United States. For instance, the legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual property protection. As a result, we may encounter significant problems in protecting and defending our intellectual property or proprietary rights abroad. Additionally, we may also be exposed to material risks of theft or unauthorized reverse engineering of our proprietary information and other intellectual property, including technical data, manufacturing processes, data sets, or other sensitive information. Our efforts to enforce our intellectual property rights in such foreign countries may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop, which could have a material adverse effect on our business, financial condition, and results of operations. Moreover, if we are unable to prevent the disclosure of our trade secrets to third parties, or if our competitors independently develop any of our trade secrets, we may not be able to establish or maintain a competitive advantage in our market, which could harm our business.

We have filed and will in the future file patent applications on inventions that we deem to be innovative. There is no guarantee that our patent applications will issue as granted patents, that the scope of the protection gained will be sufficient or that an issued patent may subsequently be deemed invalid or unenforceable. ~~Patent~~U.S. patent laws, and the scope of coverage afforded by them, have recently been subject to significant changes, such as the change to “first-to-file” from “first-to-invent” resulting from the Leahy-Smith America Invents Act. This change in the determination of inventorship may result in inventors and companies having to file patent applications more frequently to preserve rights in their inventions, which may favor larger competitors that have the resources to file more patent applications. Another change to the patent laws may incentivize third parties to challenge any issued patent in the United States Patent and Trademark Office (“USPTO”), as opposed to having to bring such an action in U.S. federal court. Any invalidation of a patent claim could have a significant impact on our ability to protect the innovations contained within our devices and platform and could harm our business.

The USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment, and other provisions to maintain patent applications and issued patents. We may fail to take the necessary actions and to pay the applicable fees to obtain or maintain our patents. Noncompliance with these requirements can result in abandonment or lapse of a patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, competitors might be able to use our technologies and enter the market earlier than would otherwise have been the case.

We pursue the registration of our domain names, trademarks, and service marks in the United States and in certain locations outside the United States. We are seeking to protect our trademarks, patents, and domain names in an increasing number of jurisdictions, a process that is expensive and time-consuming and may not be successful or which we may not pursue in every jurisdiction in which we conduct business.

In particular, our actions to monitor and enforce our trademarks against third parties may not prevent counterfeit versions of our products or products bearing confusingly similar trademarks to ours from entering the marketplace, which could divert sales from us, tarnish our reputation, or reduce the demand for our products.

Litigation may be necessary to enforce our intellectual property or proprietary rights, protect our trade secrets, or determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs, adverse publicity, or diversion of management and technical resources, any of which could adversely affect our business and operating results. If we fail to maintain, protect, and enhance our intellectual property or proprietary rights, our business may be harmed.

Our use of open source software could impose limitations on our ability to commercialize our devices and our streaming ~~platform.~~

platform or could result in public disclosure of competitively sensitive trade secrets.

We incorporate open source software in our streaming platform. From time to time, companies that incorporate open source software into their products and services have faced claims challenging the ownership of open source software ~~and/~~or compliance with open source license terms. Therefore, we could be subject to suits by parties claiming ownership of what we believe to be open source software or noncompliance with open source licensing terms. Although we have processes and procedures designed to help monitor our use of open source software, these processes and procedures may not be followed by all of our employees or may fail to identify risks. Additionally, the terms of many open source software licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be construed in a manner that could impose unanticipated conditions or restrictions on the sale of our ~~devices.~~devices or impose unanticipated obligations that

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require disclosure of trade secrets. In such event, we could be required to make our proprietary software generally available to third parties, including competitors, at no cost, to seek licenses from third parties in order to continue offering our devices, to re-engineer our devices, or to discontinue the sale of our devices in the event re-engineering cannot be accomplished on a timely basis or at all, any of which could harm our business.

Under our agreements with many of our content publishers, licensees, distributors, retailers, contract manufacturers, and suppliers, we are required to provide indemnification in the event our technology is alleged to infringe upon the intellectual property rights of third parties.

In certain of our agreements we indemnify our content publishers, licensees, distributors, retailers, manufacturing partners, and suppliers. We have in the past, and may in the future, incur significant expenses defending these partners if they are sued for patent infringement based on allegations related to our technology. If a partner were to lose a lawsuit and in turn seek indemnification from us, we also could be subject to significant monetary liabilities. In addition, because the devices sold by our licensing partners and Roku TV ~~brands~~brand partners often involve the use of third-party technology, this increases our exposure to litigation in circumstances where there is a claim of infringement asserted against the streaming device in question, even if the claim does not pertain to our technology.

Liability under our indemnification commitments may not be contractually limited.

Risks Related to Macroeconomic Conditions

The ongoing COVID-19 pandemic has impacted and continues to pose risks to our business, the nature and weextent of which are ~~unable to predict the extent to which the pandemic~~highly uncertain and ~~related effects will continue to impact our business~~.unpredictable.*

~~Beginning in the first quarter of 2020 and continuing into 2021, there has been widespread global impact from the COVID-19 pandemic, and our~~

Our business has been, and ~~will~~is expected to continue to be, impacted by the ongoing COVID-19 pandemic and resulting economic consequences. The spread of COVID-19 has caused us to take precautionary measures intended to help minimize the risk of the virus to our employees, including mandatory work-from-home policies, suspending non-essential business travel and canceling physical participation in meetings, events and conferences. We may take further actions as required by government authorities or that we determine are in the best interests of our employees, TV brand partners, content publishers, advertisers, retail and distribution partners, contract manufacturers, services vendors and supply chain. There is no certainty that such measures will be sufficient to mitigate the risks posed by the COVID-19 pandemic, and a continuation of the extended period of remote work arrangements could disrupt our business, introduce business and operational risks, including cybersecurity risks, and could make it more difficult for us to effectively manage our business.

The COVID-19 pandemic and the precautionary measures that we have taken in response have had a mixed impact on our business during the quarter ended March 31, 2021 and the year ended December 31, 2020. When staying-at-home restrictions were first issued in ~~the first quarter of~~ 2020, we saw an acceleration in both streaming hours ~~which has moderated since peaking in early in the second quarter,~~ and account ~~activations.~~activations, which have both since moderated as restrictions have lifted and we believe consumers have increasingly pursued out-of-home entertainment activities. In ~~our platform segment, we experienced increases in trials of and subscriptions to SVOD content, growth in the consumption of AVOD content, and increased purchases of~~ ~~transaction video on demand~~ (“TVOD”) content. During the second quarter of 2020, we experienced delays in the start of some video advertising campaigns and an increase in advertising campaign cancellations. We also have encounteredaddition, global supply chain disruptions ~~related to our players that~~have resulted in ~~elevated air freight~~shipping delays, increased shipping costs, component shortages, and increases in component prices. In the first quarter of 2022, increasing component costs put additional constraints on our player gross margin, resulting in a gross loss in the player segment. Although we do not believe that the cost constraints and supply chain issues are permanent, they may continue to ~~replenish inventory~~impact us, and ~~meet increased demand. Additionally, at times~~we expect our player gross margin to be negative in the near term. Furthermore, some of our ~~retail~~TV brand partners have ~~had to close or severely limit access to~~faced inventory challenges that have negatively impacted their brick-and-mortar locations, resulting in reduced sale of devices in these locations. For example, during the holiday season our partners saw fewer shoppers in their brick-and-mortar locations. Further, our management team has focused on addressing the impacts of the COVID-19 pandemic on our business, which has requiredunit sales, and ~~will continue to require, a significant investment of their time and resources, and has diverted their attention away from other aspects~~some of our ~~business. In light of the COVID-19 pandemic, during 2020~~advertising verticals experienced supply chain disruptions that negatively impacted their product availability and ~~continuing into 2021 our management team took steps to slow the rate of growth of our operating expenses and capital expenditures. Our management team also monitored our liquidity and~~resulted in May 2020, we entered into the 2020 Equity Distribution Agreement, pursuant to which we sold 4.0 million shares of our Class A common stock at an average selling price of $126.01 per share, for aggregate gross proceeds of $504.0 million, a portion of which was used to repay the $69.3 million that we drew down on our Revolving Credit Facility in March 2020. In March 2021, we entered into the 2021 Equity Distribution Agreement, pursuant to which we sold 2.6 million shares of our Class A common stock at an average selling price of $379.26 per share, for aggregate gross proceeds of $1,000.0 million. Our management team will continue to evaluate our investments and initiatives throughout 2021 and will continue to monitor our liquidity as the COVID-19 pandemic continues to evolve.

advertisers reducing their overall advertising spend.

The extent to which the COVID-19 pandemic ~~ultimately impacts~~may continue to impact our ~~business~~operational and financial performance remains uncertain and will depend on many factors outside our control, including the timing, extent, trajectory, and duration of the pandemic; the emergence, infectiousness, and severity of new variants; the development, availability, distribution, acceptance, use, and effectiveness of vaccines, vaccine boosters, and treatments; the imposition of protective public safety measures; the resolution of global supply chain disruptions; and the impact of the pandemic on the global economy and demand for consumer products. Additional future ~~developments, which~~impacts on our business may include, but are ~~uncertain and cannot be predicted, including, but~~ not limited to, the duration and spread of the outbreak, its severity, the actions taken by governmental authorities to contain the virus or treat its impacts, the development and rollout of effective vaccines, possible variants of the virus that render vaccines ineffective, and how quickly and to what extent economic and operating conditions normalize. While there have recently been vaccines developed and administered, and the spread of COVID-19 may eventually be contained or mitigated, we cannot predict the timing of the vaccine roll-out globally or the efficacy of such vaccines, and we do not yet know how businesses, advertisers, or our partners will operate in a post-COVID-19 environment. Our users may change how they usematerial adverse effects on demand for our products and services, ~~in an environment where~~our supply chain, our ability to execute our strategic plans, and our profitability and cost structure.

We believe that as the

~~perceived risk~~ COVID-19 pandemic evolves, the direct and indirect impacts on global macro economic conditions, as well as conditions specific to us, are becoming more difficult to isolate or quantify. In addition, these direct and indirect factors can make it difficult to isolate and quantify the portion of ~~COVID-19 and regulations surrounding it have changed. As staying-at-home restrictions~~our costs that are ~~eased, consumers may spend less time streaming TV, which could reduce our streaming hours and number of active accounts and also could negatively impact our platform revenue if we experience~~ a ~~decrease in sales of advertising or transactional revenue shares from content publishers. We also may incur significant operating costs and be exposed to increased liability risks as a~~direct result of the ~~COVID-19~~ pandemic ~~both now~~ and ~~increasingly as once staying-at-home restrictions are lifted~~costs arising from factors that may have been influenced by the pandemic, including supply chain constraints, increased component prices, and ~~employees begin to return to~~changes in the spending pattern of advertisers. We expect these factors and their effects on our offices, such as the cost of collecting additional information (including health and medical information) about our employees, contractors and visitors at our facilities; and testing supplies and personal protective equipmentoperations may persist for on-site staff. In addition, with the increase in remote working during the COVID-19 pandemic, we may not be able to maintain the same level of control over the security of our systems or the personal information that we collect, store and process, particularly as cyber attackers appear to increasingly attempt to compromise systems and data in an effort to exploit this pandemic. Evena longer period, even after the COVID-19 pandemic ~~itself~~ has subsided, we may continue to experience impacts to our business as a result of any global economic impact, including as a result of an ongoing recession. For instance, a prolonged economic downturn may result insubsided.

To the purchase of fewer streaming devices which could lead to a reduction in account activations and streaming hours, and also could negatively impact our revenue. Our platform business also may be negatively impacted by decreases in total advertising spend, if advertising budgets do not continue to shift to OTT advertising or if acquiring content that our users want to watch becomes more difficult or costly for us or our content partners as the amount of new content decreases due to the COVID-19 pandemic. A prolonged economic downturn could also impact the overall financial condition of our TV brand partners, content publishers, advertisers, retailers, contract manufacturers, services vendors and supply chain, all of whom we depend on in order to operate our business. As a result, the current level of uncertainty over the economic and operational impacts ofextent the COVID-19 pandemic ~~means the impact on~~adversely affects our business, ~~cannot be reasonably estimated at~~it may also have the effect of heightening many of the other risks described in this ~~time~~.

Part II, Item 1A of this Quarterly Report.

Natural disasters, geopolitical conflicts, or other natural or man-made catastrophic events could disrupt and impact our business.*

Occurrence of any catastrophic event, including an earthquake, flood, tsunami, or other weather event, power loss, internet failure, software or hardware malfunctions, ~~cyber-attack,~~cyber attack, war or foreign invasion (such as the Russian invasion of Ukraine), terrorist attack, medical epidemic or pandemic (such as the COVID-19 pandemic), other man-made disasters, or

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other catastrophic events could disrupt our business operations. Any of these business disruptions could require substantial expenditures and recovery time in order to fully resume operations. In particular, our principal offices are located in California, and our contract manufacturers and some of our suppliers are located in Asia, both of which are regions known for seismic activity, making our operations in these areas vulnerable to natural disasters or other business disruptions in these areas. Our insurance coverage may not compensate us for losses that may occur in the event of an earthquake or other significant natural disaster. In addition, our offices and facilities, and those of our contract manufacturers, suppliers, and ~~suppliers,~~TV brand partners, could be vulnerable to the effects of climate change (such as sea level rise, drought, flooding, wildfires, and increased storm severity) that could disrupt our business operations. For example, in California, increasing intensity of drought and annual periods of wildfire danger increase the probability of planned power outages. Further, acts of terrorism could cause disruptions to the internet or the economy as a whole. If our streaming platform was to fail or be negatively impacted as a result of a natural disaster or other event, our ability to deliver streaming content, including advertising, to our users would be impaired. Disruptions in the operations of our contract manufacturers, suppliers, or TV brand partners as a result of a disaster or other catastrophic event could delay the manufacture and shipment of our ~~players~~products or ~~other products,~~Roku TV models, which could impact our business. If we are unable to develop adequate plans to ensure that our business functions continue to operate during and after a disaster or other catastrophic event and to execute successfully on those plans in the event of a disaster or catastrophic event, our business would be harmed.

Legal and Regulatory Risks

If government regulations or laws relating to the internet, video, advertising, or other areas of our business change, we may need to alter the manner in which we conduct our business, or our business could be harmed.

We are subject to or affected by general business regulations and laws, as well as regulations and laws specific to the internet and online services, ~~which may include~~including laws and regulations related to data privacy and security, consumer protection, data localization, law enforcement access to data, encryption, telecommunications, social media, payment processing, taxation, trade, intellectual property, competition, electronic contracts, internet access, net neutrality, advertising, calling and texting, content restrictions, protection of children, and accessibility, among others. We cannot guarantee that we have been or will be fully compliant in every jurisdiction. Litigation and regulatory proceedings are inherently uncertain, and the federal, state, and foreign laws and regulations governing issues such as data privacy and security, payment processing, taxation, net neutrality, liability of providers of online services, video, telecommunications, e-commerce tariffs, and consumer protection related to the internet continue to develop. For example, laws relating to the liability of providers of online services for activities of their users and other third parties have been tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement, and other theories based on the nature and content of the materials searched, the advertisements posted, actions taken or not taken by providers in response to user activity or the content provided by users. The U.S. Congress has also

enacted legislation related to liability of providers of online services and may continue to legislate in this area. The CCPA and Nevada SPI Law also apply to entities that do business in California and Nevada, respectively, and impose a number of requirements on internet and online services. Moreover, as internet commerce and advertising continue to evolve, increasing regulation by federal, state, and foreign regulatory authorities becomes more likely.

As we develop new services and devices and improve our streaming platform, we may also be subject to new laws and regulations specific to such technologies. For example, in developing our Roku TV reference design, we were required to understand, address, and comply with an evolving regulatory framework for developing, manufacturing, marketing, and selling TVs. If we fail to adequately address or comply with such regulations regarding the manufacture and sale of TVs, we may be subject to fines or sanctions, and our ~~licensees~~TV brand partners may be unable to sell Roku TV models at all, which ~~would~~could harm our business and our ability to grow our user base.

Laws relating to data privacy and security, data localization, law enforcement access to data, encryption, consumer protection, children’s online protection, and similar activities continue to proliferate, often with little harmonization between jurisdictions and limited guidance. A number of ~~existing~~ bills are pending in the U.S. Congress and other government bodies that contain provisions that would regulate, for example, how companies can use cookies and other tracking technologies to collect, use, and share user information. ~~The~~Certain state laws, such as the CCPA, also ~~imposes~~impose requirements on certain tracking activity. The EU ~~already~~ has ~~existing~~ laws ~~which are due for update in 2021,~~ requiring advertisers or companies like ours to, for example, obtain unambiguous, affirmative consent from users for the placement of cookies or other tracking technologies and the delivery of relevant advertisements. In addition, EU institutions continue to negotiate the draft of the proposed Digital Services Act, legislation intended to update the liability and safety rules for digital platforms, products, and services. If we or the third parties that we work with, such as contract payment processing services, content publishers, vendors, or developers, violate or are alleged to violate applicable privacy or security laws, industry standards, our contractual obligations, or our policies, such violations and alleged violations may also put our users’ information at risk and could in turn harm our business and reputation and subject us to potential liability. Any of these consequences could cause our users, advertisers, or publishers to lose trust in us, which could harm our business. Furthermore, any failure on our part to comply with these laws may subject us to liability and reputational harm.

Our use of data to deliver relevant advertising and other services on our platform places us and our content publishers at risk for claims under various unsettled laws, including the Video Privacy Protection Act (“VPPA”). Some of our content publishers have been engaged in litigation over alleged violations of the VPPA relating to activities on our platform in connection with advertising provided by unrelated third parties. ~~The Federal Trade Commission~~In addition, the FTC has ~~also in recent years revised~~ initiated a review of

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its rules implementing the Children’s Online Privacy Protection Act (“~~COPPA Rules”~~COPPA”), which limits the collection by operators of online services of personal information from children under the age of 13. The review could result in broadening the applicability of ~~the~~ COPPA, ~~Rules,~~ including the types of information that are subject to these ~~regulations,~~regulations. There have also been proposals in the U.S. Congress to amend and ~~it is currently examining whether additional changes are appropriate. Such actions~~expand COPPA. Changes to the COPPA legislation or rules could limit the information that we or our content publishers and advertisers may collect and use ~~through certain content publishers,~~and the content of advertisements ~~and~~ in relation to certain channel partner content. The CCPA and certain other state privacy laws also ~~imposes~~impose certain opt in and opt out requirements ~~for~~before certain information about ~~minors.~~minors can be collected. The EU and many of its member states, among other jurisdictions, also have rules that limit processing of personal data, including children’s data, and that impose specific requirements intended to protect children online. We and our content publishers and advertisers could be at risk for violation or alleged violation of these and other privacy, advertising, children’s online protection, or similar laws.

Changes in U.S. or foreign trade policies, geopolitical conditions, general economic conditions, ~~geopolitical conditions, U.S. trade policies~~ and other factors beyond our control may adversely impact our business and operating results.*

Our business is subject to risks generally associated with doing business abroad, such as U.S. and foreign governmental regulation in the countries in which we operate and the countries in which our contract manufacturers, ~~and~~ component suppliers, and other business partners are located. Our operations and performance depend significantly on global, regional, and U.S. economic and geopolitical conditions.

For example, ~~there has been discussion and dialogue regarding potential significant changes to U.S. trade policies, legislation, treaties and tariffs. In November 2018, for example,~~tensions between the United States ~~Mexico,~~ and ~~Canada signed~~China have led to the United States-Mexico-Canada Agreement (“USMCA”) which superseded the North American Free Trade Agreement. The USMCA entered into force on July 1, 2020, although there are some remaining implementation issues with respect to ensuring that Mexico’s and Canada’s laws and regulations are fully in compliance with the USMCA obligations and commitments, and there may be further changes to interim regulations regarding customs procedures, rulesStates’ imposition of ~~origin,~~a series of tariffs, sanctions, and other provisions that could affect products sourced from Mexico or Canada, and their eligibility for duty-free entry into the U.S., Mexican, and Canadian markets. In addition, there is a potential risk of Mexican or Canadian restrictions on ~~OTT advertising and/~~imports from China and sourcing from certain Chinese persons or ~~local content requirements. While~~entities, as well as other business restrictions. Additionally, following Russia’s invasion of Ukraine, the Office of the U.S. Trade Representative (“USTR”) has cited Mexico’s proposed restrictions as potential USMCA violations, these issues remain unresolved and could lead to a protracted USMCA dispute settlement proceeding, creating uncertainties for our business in both markets.

~~The previous U.S. Administration threatened tougher trade terms with China, the European Union,~~United States and other countries ~~including~~imposed economic sanctions and severe export control restrictions against Russia and Belarus, and the ~~imposition of substantially higher tariffs under Section 301 of~~United States and other countries could impose wider sanctions and export restrictions and take other actions should the ~~Trade Act of 1974 (“Section 301”) on roughly $320 billion of imports from China. In response, China imposed higher Chinese tariffs on a large amount of U.S.~~

~~exports to China, which could affect~~conflict further escalate. These and other geopolitical tensions and trade disputes can disrupt supply chains and increase the prices of U.S. origin parts or components of our products assembled in China. In January 2020, the U.S. and China signed a “Phase One” trade deal pursuant to which, among other things, the U.S. will modify its Section 301 tariff actions. As part of the Phase One agreement, the U.S. canceled additional Section 301 duties that were originally scheduled to go into effect in December 2019 on certain imported products, including certaincost of our products and ~~reduced~~ the ~~duties on certain other imported~~components required to manufacture our products, ~~including televisions assembled in China by~~as well as costs for our Roku TV brand partners. This could cause our products and those of our Roku TV brand partners ~~from 15%~~ ~~ad valorem~~to ~~7.5%. While the new U.S. Administration has promised a detailed review of U.S. policies toward China, it is unclear what the outcomes of the review will~~ be or whether it could lead to additional U.S. tariffs, export controls, or sanctions. At this point, there are no signs the U.S. tariffs on imported TVs from China will be removed in the foreseeable future.

Accordingly, at this time, it is unknown whether the Phase One deal will last or whether there will be sufficient progress on Phases Two and Three to lead to a further reduction in U.S.-China trade tensions, whether additional Section 301 tariffs will be imposed on Roku products imported from China if the Biden Administration concludes that China has not complied with its commitments under the Phase One agreement, and, if so, how long U.S. tariffs on Chinese goods will remain in effect or whether even higher tariffs will be imposed, or new regulatory proposals to restrict trade will be adopted. The Biden Administration has imposed new sanctionsmore expensive for ~~China’s actions in Hong Kong and Xinjiang Province,~~consumers, which could ~~lead to additional U.S. and Chinese sanctions~~reduce the demand for or ~~trade restrictions, or a resumption~~attractiveness of ~~trade hostilities, exposing us and our suppliers to increased tariffs or restrictions in the U.S. and Chinese markets.~~such products. In addition, a geopolitical conflict in a region where we operate could disrupt our ability to conduct business operations in that region. Beyond tariffs and sanctions, countries also could adopt other measures, such as controls on imports or exports of goods, technology, or data, which could adversely affect our operations and supply chain and limit our ability to offer our products and services as intended. These kinds of restrictions could be adopted with little to no advanced notice, and we may not be able to effectively mitigate the ~~U.S. Administration has restricted imports of products~~adverse impacts from ~~Xinjiang Province~~such measures. Political uncertainty surrounding trade or ~~produced with forced labor by workers from Xinjiang~~other international disputes also could have a negative impact on consumer confidence and ~~the U.S. Congress is considering legislation~~willingness to ~~further tighten the U.S. restrictions. Given~~spend money, which could impair our future growth. In particular, given the general deterioration in U.S.-China relations and ongoing tensions on trade, security, and human rights, additional U.S. sanctions, ~~tariffs,~~tariffs. and export or import restrictions, ~~and~~as well as Chinese sanctions or retaliatory measures, remain a serious risk. ~~Finally, there are questions regarding~~

We cannot predict whether new international trade agreements will be negotiated or existing free trade agreements ~~re-negotiated;~~renegotiated; whether new trade or tariff actions will be announced by the Biden ~~Administration;~~Administration with other U.S. trading partners; or the effect that any such action would have, either positively or negatively, on our industry or our business or licensees. If any new legislation ~~and/~~or regulations are implemented, or if existing trade agreements are renegotiated or terminated, or if tariffs are imposed on foreign-sourced or U.S. goods, it may be inefficient and expensive for us to alter our business operations in order to adapt to or comply with such changes, and higher prices could depress consumer demand. Such operational changes could have a material adverse effect on our business, financial condition, results of operations, or cash flows.

On January 15, 2021, the USTR found that Vietnam’s currency practices violate Section 301 but deferred any decision whether to take any specific actions in connection with its findings, leaving the decision whether to impose higher U.S. tariffs or other trade restrictions to the Biden Administration. This decision could lead to increased tariffs on products assembled in Vietnam, but none have been announced as of this time.

In addition, on October 2, 2020, the USTR initiated an investigation under Section 301 regarding Vietnam’s acts, policies, and practices related to the import and use of illegally harvested timber. While no decision has been reached yet in this investigation, as with China, USTR’s Section 301 investigations of Vietnam could lead to retaliatory tariffs on U.S. imports from Vietnam if the U.S. concerns cannot be resolved through negotiations. Such tariffs may not be limited to products directly involved in the acts, policies, and practices found to violate Section 301 (e.g., tropical timber) and thus could affect other, unrelated products, including those sourced by us or our suppliers and licensees.

Also, various countries, in addition to the United States, regulate the import and export of certain products, commodities, software, and technology, including through import and export licensing requirements, and have enacted laws that could limit our ability to distribute our products or collaborate on technology with our commercial or strategic partners, or could limit the ability of our commercial ~~and/~~or strategic ~~partners’ ability~~partners to implement our products in those countries. Changes in our products or future changes in export and import regulations may create delays in the introduction of our products in international markets, disrupt supply chains, prevent our commercial ~~and/~~or strategic partners with international operations from deploying our products globally, or, in some cases, prevent the export or import of our products to certain countries, governments, or persons altogether. In particular, the U.S. government continues to expand export control and sanctions restrictions on China and Hong Kong, which may limit the company’s ability to collaborate with and transfer technology to partners in the region. Cross-border data transmissions are currently exempt from customs duties under the WTO’s temporary e-commerce moratorium on customs duties on electronic transmissions, but the moratorium faces opposition from certain WTO Members when it comes up for renewal at the WTO Ministerial Meeting, which was originally scheduled for June 2020. It has been postponed because of COVID-19 but is now scheduled to take place in November 2021, at which time a decision will be made by WTO Members whether to continue the moratorium. Other potential barriers include the further proliferation of digital services taxes in Europe and elsewhere which potentially could expose certain digital services to new taxes, as well as continued risks of U.S. or foreign sanctions or related sanctions legislation, increased export and import restrictions stemming from governmental policies or U.S.-China “de-coupling,” orAny changes ~~in the countries, governments, persons, businesses, or technologies targeted~~

~~by U.S. or foreign regulations, restrictions, and sanctions. Any change~~ in U.S. or foreign export or import regulations, customs duties, or other restrictions on intangible goods ~~such~~(such as cross-border data ~~flows,~~flows) could result in decreased use of our products by, or in our decreased ability to export or sell our products and services to, existing or new customers in U.S. or international markets or hamper our ability to source products, components, and parts from certain suppliers or lead to potential supply chain disruptions and business or reputational harms. Any decreased use of our products or limitation on our ability to export, import, or sell our products or services, or source parts ~~and/~~or components, ~~would~~could harm our business.

~~Further, following~~Although we attempt to ensure that we, our retailers, and partners comply with the ~~result~~applicable import, export, and sanctions laws, we

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cannot guarantee full compliance by all. Actions of our retailers and partners are not within our complete control, and our devices could be re-exported to sanctioned persons or countries, or provided by our retailers to third persons in ~~2016,~~contravention of our requirements or instructions or the laws. Any such potential violation could have negative consequences, including government investigations or penalties, and our reputation, brand, and revenue may be harmed.

In addition, the effects of the United ~~Kingdom formally left~~Kingdom’s departure from the EU ~~on January 31, 2020. The effects of Brexit~~ have been and are expected to continue to be far-reaching. Brexit and the perceptions as to its impact may adversely affect business activity and economic ~~conditions globally and could continue to contribute to instability in global financial markets.~~conditions. Brexit could also have the effect of disrupting the free movement of goods, services, and people between the United Kingdom and the ~~EU. In addition,~~EU, and some disruptions have already occurred. Brexit could also lead to legal uncertainty and potentially divergent national laws and regulations as the United Kingdom determines which EU laws to replace or replicate. ~~While~~Although the ~~EU and United Kingdom have reached~~ EU-UK Trade and Cooperation Agreementon ~~their~~the EU-UK post-Brexit economic relationship ~~which~~ took effect on January 1, 2021, it is incomplete, and the full effects of Brexit are uncertain. Given these possibilities and others we may not anticipate, as well as the lack of comparable precedent, the full extent to which our business, results of operations, and financial condition could be adversely affected by Brexit is uncertain.

The supply chains of our contract manufacturers and many of our licensees may source products, parts or components from China and other countries in the Asia-Pacific region. There are many uncertainties around the COVID-19 pandemic, including scientific and health issues, the unknown duration and extent of economic disruption in China and other markets in the region, and the impact on the Chinese,

U.S., and global economies. As a result, the COVID-19 pandemic may result in further supply shortages of our products or our licensees’ products, and delays in shipping and transportation services that negatively impact our ability or our licensees’ ability to import, export, ship, or sell streaming devices to customers in U.S. and international markets. Any decrease, limitations or delays on our or our licensees’ ability to produce, import, export, ship, or sell our streaming devices would harm our business.

~~United States~~ or international rules (or the absence of rules) that permit ~~ISPs~~internet access network operators to degrade users’ internet speeds or limit internet data consumption by users, including unreasonable discrimination in the provision of broadband internet access services, could harm our business.*

Our products and services depend on the ability of our users to access the internet. Laws, regulations, or court rulings that adversely affect the popularity or growth in use of the internet, including decisions that undermine open and neutrally administered internet access, or that disincentivize internet access network operators’ willingness to invest in upgrades and maintenance of their equipment, could decrease customer demand for our service offerings, may impose additional burdens on us, or could cause us to incur additional expenses or alter our business model.

~~In February~~ Some jurisdictions have adopted regulations governing the provision of internet access service. Substantial uncertainty exists in the United States and elsewhere regarding such provisions. For example, in 2015, the FCC adopted open internet rules ~~intended~~ to protect the ability of consumers and content producers to send and receive non-harmful, lawful information on the internet, known as the Open Internet Order. The Open Internet Order prohibited broadbandprevent internet access ~~service providers from: (i)~~network operators from unreasonably restricting, blocking, degrading, or charging for access to ~~legal~~certain products and services offered by us and our content applications, services or non-harmful devices; (ii) throttling, impairing or degrading performance based on content, applications, services or non-harmful devices; and (iii) charging more for favorable delivery of content or favoring self-provisioned content over third-party content (collectively, the “prohibited activities”). The Open Internet Order also prohibited broadband internet access service providers from unreasonably interfering with consumers’ ability to select, access and use the lawful content, applications, services or devices of their choosing as well as edge providers’ ability to make lawful content, applications, services or devices available to consumers.

partners. In ~~January~~ 2018, the FCC ~~released a new order, known as the Restoring Internet Freedom Order (the “Order”), that~~ repealed most of those rules. More recently, the blocking, throttling, and paid prioritization restrictions adopted in the Open Internet Order. The Order reclassified broadband internet access service as a non-common carrier “information service” and repealed rules that had prohibited broadband internet access service providers from conducting the “prohibited activities” but continued to require broadband internet access service providers to be transparent about their policies and network management practices, and subjected discriminatory practices to case-by-case assessment under antitrust and consumer protection laws. Most portions of the Order went into effect in April 2018 and the remainder went into effect in June 2018. Numerous judicial challenges to the Order were filed, and in October 2019, the Court of Appeals for the District of Columbia Circuit upheld nearly all of the Order, but reversed the FCC’s decision to prohibit all state and local regulation targeted at broadband internet access service, requiring case by case determinations as to whether state and local regulation conflicts with the FCC’s rules. The court also requiredBiden Administration signed an executive order encouraging the FCC to reexamine three issues from the Order where it found insufficient analysis but allowed the Order to remain in effect pending the FCC’s review. The original parties were denied a rehearing by the full U.S. Court of Appeals for the D.C. Circuit in February 2020 and the period to seek review by the Supreme Court has ended. On remand, the FCC reaffirmed its existing approach in October 2020; however, four petitioners sought reconsideration of the FCC’s decision in February 2021,and the FCC subsequently filed a motion requesting that the D.C. Circuit hold the case in abeyance, which the

~~court granted.~~readopt comprehensive open internet rules. The FCC ~~now newly organized following the inauguration of President Joe Biden, has yet~~therefore could consider adopting additional or modified rules to ~~issue a decision in response to these petitions. To the extent the courts, the agencies or the states do not uphold or adopt sufficient safeguards to protect against discriminatory conduct,~~prevent internet access network operators ~~may seek~~from unreasonably restricting, blocking, degrading, or charging for data and services. If network operators were to ~~extract fees from~~engage in restricting, blocking, degrading, or charging for access, it could impede our growth, result in a decline in our quality of service, cause us ~~or our content publishers~~ to ~~deliver our traffic~~incur additional expense, or otherwise ~~engage~~impair our ability to attract and retain users, any of which could harm our business. Several states and foreign countries in ~~blocking, throttling or other discriminatory practices, and our business could be harmed.~~

~~Several states~~which we operate also have adopted or are considering ~~network neutrality legislation or regulation. For example, California’s legislation codifies portions~~rules governing the provision of the FCC’s rescinded Open Internet Order. The U.S. Department of Justice filed suit in September 2018 to block implementation of the California law, and the California Attorney General agreed to delay implementation of the state law until the litigation is resolved. While the Department of Justice withdrew its challenge of the California net neutrality law in February 2021, the status of state net neutrality legislation remains uncertain because several broadband service provider trade associations also have sued California to invalidate its net neutrality law on grounds that the law is preempted by the Order, among other claims. Several states in addition to California have enacted net neutrality legislation and several governors have signed executive orders requiring broadband internet access service providers contracting with state agencies to adhere to network neutrality principles. The regulatory framework for network neutrality thus remains unsettled and is subject to ongoing federal litigation as well as federal and state legislative and regulatory activity.

access.

As we expand internationally, government regulation protecting the non-discriminatory provision of internet access may be nascent or non-existent. In those markets where regulatory safeguards against unreasonable discrimination are nascent or non-existent and where local network operators possess substantial market power, we could experience anti-competitive practices that could impede our growth, cause us to incur additional expenses, or otherwise harm our business. Future regulations or changes in laws and regulations or(or their existing interpretations or ~~applications~~applications) could also hinder our operational flexibility, raise compliance costs, and result in additional liabilities for us, which may harm our business.

Broadband internet providers are subject to government regulation and enforcement actions, and changes in current or future laws, regulations or enforcement actions that negatively impact our distributors or content publishers could harm our business.

Upon the effective date of the FCC’s Restoring Internet Freedom Order, the FTC became the federal agency primarily responsible for regulating broadband privacy and data security in the United States. The FTC follows an enforcement-focused approach to regulating broadband privacy and security. Future FTC enforcement actions could cause us or our content publishers to alter advertising claims or alter or eliminate certain features or functionalities of our products or services which may harm our business. At the FCC, many broadband internet providers provide traditional telecommunications services that are subject to FCC and state rate regulation of intrastate telecommunications services, and are recipients of federal universal service fund payments, which are intended to subsidize telecommunications services in areas that are expensive to serve. Changes in rate regulations or in universal service funding rules, either at the federal or state level, could affect these broadband internet providers’ revenue and capital spending plans. In addition, various international regulatory bodies have jurisdiction over non-United States broadband internet providers. The Nevada SPI Law and the CCPA also apply to broadband internet providers that do business in Nevada and California, respectively. To the extent these broadband internet providers are adversely affected by laws or regulations regarding their business, products or service offerings, our business could be harmed.

If we are found liable for content that is distributed through or advertising that is served through our platform, our business could be harmed.*

As a distributor of content, we face potential liability for negligence, copyright, patent, or trademark infringement, public performance royalties or other claims based on the nature and content of materials that we distribute. ~~The~~We rely on the statutory safe harbors, as set forth in the Digital Millennium Copyright Act (the “DMCA”) is intended, in part, to limit the liability of eligible service providers for caching, hosting or linking to, user content that includes materials that infringe copyrights or other rights. We rely on the protections provided by the DMCA in conducting our business. Similarly,and Section 230 of the Communications Decency Act ~~(“Section 230”) protects online distribution platforms, such as ours, from actions taken under~~in the United States, and the E-Commerce Directive in Europe, for protection against liability for various ~~laws that might otherwise impose liability on the platform provider for what content creators develop or the actions they take or inspire.~~

~~However, the~~caching, hosting, and linking activities. The DMCA, Section 230, and similar statutes and doctrines ~~that~~on which we rely on or may rely on in the future ~~in the United States or international jurisdiction where we may operate,~~ are subject to uncertain judicial interpretation and regulatory and legislative amendments. ~~Regulatory~~Any legislation or ~~legislative changes, whether in~~court rulings that limit the ~~United States or in international jurisdictions where we may operate, may ultimately~~applicability of these safe harbors could require us to take a different approach ~~towards~~toward content moderation on our platform, which could diminish the depth, breadth, and variety of content that we offer, ~~and, in so doing, reduce~~inhibit our ability to generate advertising, ~~revenue~~ or ~~user base.~~

otherwise adversely affect our business.

Moreover, ~~the DMCA and Section 230 provide protections primarily in the United States. If~~if the rules around these statutes and doctrines change, if international jurisdictions refuse to apply similar protections, or if a court were to disagree with our application of those rules to our business, we could incur ~~liability~~liabilities and our business could be harmed. If we become liable for these types of claims as a result of the content that is streamed over or the advertisements that are served through our platform, then our business may suffer. Litigation to

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defend these claims could be costly and the expenses and damages arising from any liability could harm our business. Our insurance may not be adequate to cover these types of claims or any liability that may be imposed on us.

In addition, regardless of any legal protections that may limit our liability for the actions of third parties, we may be adversely impacted if copyright holders assert claims, or commence litigation, alleging copyright infringement against the developers of channels that are distributed on our platform. While our platform policies prohibit streaming content on our platform without distribution rights from the copyright holder, and we maintain processes and systems for the reporting and removal of infringing content, in certain instances our platform has been misused by unaffiliated third parties to unlawfully distribute copyrighted content. If content owners or distributors are ~~influenced by the existence of types of claims or proceedings and are~~ deterred from working with us as a consequence, ~~this~~it could impair our ability to maintain or expand our business, including through international expansion plans.

~~Our involvement in any such legal matters now or in the future, could cause us to incur significant legal expenses and other costs, and be disruptive to our business.~~

If we fail to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Class A common stock may be adversely affected.

We are required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”) requires that we furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment must include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. Our independent registered public accounting firm also attests to the effectiveness of our internal control over financial reporting. If we have a material weakness in our internal control over financial reporting in the future, we may not detect errors on a timely basis, and our financial statements may be materially misstated. If we identify material weaknesses in our internal control over financial reporting, are unable to continue to comply with the requirements of Section 404 in a timely manner, are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, and the market price of our Class A common stock could be adversely affected. In addition, we could become subject to investigations by the ~~stock exchange on which our Class A common stock is listed, the~~ SEC, The Nasdaq Global Select Market, or other regulatory authorities, which could require additional financial and management resources.

Our financial results may be adversely affected by changes in accounting principles applicable to us.*

U.S. GAAP are subject to interpretation by the ~~FASB,~~Financial Accounting Standards Board, the SEC, and other ~~various~~ bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported results of operations and may even affect the reporting of transactions completed before the announcement or effectiveness of a change. It is difficult to predict the impact of future changes to accounting principles or our accounting policies, any of which could harm our business.

If we fail to comply with the laws and regulations relating to the ~~collection of sales tax and~~ payment of income taxes inand the ~~various jurisdictions in which we do business,~~collection of indirect taxes, we could be exposed to unexpected costs, expenses, penalties, and fees as a result of our noncompliance, which could harm our business.

~~By engaging in business activities in the United States, we become~~

We are subject to ~~various jurisdiction laws and regulations, including~~ requirements to ~~collect sales tax from our sales within those jurisdictions, and the payment of~~deduct or withhold income taxes on revenue ~~generated~~sourced in various jurisdictions, pay income taxes on profits earned by any permanent establishment (or similar enterprise) of ours that carries on business in various jurisdictions, and collect indirect taxes from ~~activities~~our sales in ~~those~~various jurisdictions. The laws and regulations governing the ~~collection of sales tax for sales on our website~~withholding and payment of income taxes and the collection of indirect taxes are numerous, complex, and vary by jurisdiction. A successful assertion by one or more jurisdictions that we were required to ~~collect sales~~withhold or ~~other~~pay income taxes or ~~to pay income~~collect indirect taxes where we did not could result in substantial tax liabilities, fees, and expenses, including substantial interest and penalty charges, which could harm our business.

New legislation that would change U.S. or foreign taxation of international business activities or other tax-reform policies could harm our business.*

~~Reforming~~

We earn a portion of our income in foreign countries and, as such, we are subject to tax laws in the ~~taxation of international businesses has been a priority for~~United States and numerous foreign jurisdictions. Current economic and political conditions make tax laws and regulations, or their interpretation and application, in any jurisdiction subject to significant change.

Proposals to reform U.S. ~~politicians,~~ and ~~key members of the legislative and executive branches, and a wide variety of changes has been proposed or enacted. Certain changes to U.S.~~foreign tax laws could ~~affect the tax treatment of our~~significantly impact how U.S. multinational corporations are taxed on foreign earnings ~~as well as cash~~ and ~~cash equivalent balances we maintain outside the United States. Additionally, any changes in~~could increase the U.S. corporate tax rate. Although we cannot predict whether or ~~foreign taxation~~in what

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form these proposals will pass, several of the proposals under consideration, if enacted into law, could have an adverse impact on our ~~worldwide~~ effective tax rate, income tax expense, and ~~the amount of taxes we pay and harm our business.~~

Legislation enacted in 2017, informally titled the Tax Cuts and Jobs Act (“TCJA”), as modified by legislation enacted on March 27, 2020, entitled the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), significantly reformed the Internal Revenue Code of 1986, as amended. The TCJA, as modified by the CARES Act, alters U.S. federal tax rates, imposes additional limitations on the deductibility of interest, allows for the expensing of certain capital expenditures, and puts into effect the migration from a “worldwide” system of taxation to a territorial system. Additionally, the TCJA, as modified by the CARES Act, has both positive and negative changes to the utilization of future net operating loss carryforwards. For example, U.S. federal NOLs incurred in taxable years beginning after December 31, 2017, can be carried forward indefinitely, but the deductibility of such U.S. federal NOLs in taxable years beginning after December 31, 2020 is limited to 80% of taxable income. The U.S. Department of Treasury has broad authority to issue regulations and interpretative guidance that may significantly impact how we will apply the law, which could affect our financial position and result of operations. It is uncertain if and to what extent various states will conform to the TCJA and the CARES Act.

cash flows.

In addition, ~~an increasing number of~~both tax policy and tax administration are becoming multilateral. This multilateralism and collaboration among taxing authorities (including the U.S. and many foreign jurisdictions ~~are considering or have adopted laws or administrative practices that impose~~in which we operate) has resulted in proposed new tax measures ~~including revenue-based taxes~~specifically targeting online commerce, digital services, streaming services, and the remote ~~selling~~sale of goods and services. ~~These include new obligations~~Some of these measures (such as a global corporate minimum tax) require adoption of local legislation consistent with the agreed to ~~collect sales, consumption, value added,~~multilateral framework. Other measures (such as digital services taxes) have already been implemented but may terminate upon the adoption of multilateral tax rules.

The rapid growth of multilateralism in tax administration means greater sharing of tax information among taxing authorities as well as the likelihood of joint and simultaneous tax audits of companies such as ours who have cross-border business activities in which the tax administrations may have a common or ~~other taxes~~complementary interest. The results of any such audits or related disputes could have an adverse effect on ~~online marketplaces and remote sellers,~~our financial results for the period or ~~other requirements that may result in liability~~periods for ~~third-party obligations.~~which the applicable final determinations are made. For example, ~~Maryland recently passed legislation establishing a tax on certain advertising activities~~we and ~~in the EU, certain member states, and other countries have adopted or proposed taxes on digital advertising and marketplace service revenue. The OECD and G-20~~our subsidiaries are ~~currently~~ engaged in ~~negotiations over an Inclusive Framework on “Base Erosion~~intercompany transactions across multiple tax jurisdictions. Although we believe we have clearly reflected the economics of these transactions and ~~Profit Shifting” (BEPS). The talks particularly target digital businesses, involve 135 countries,~~that the proper local transfer pricing is in place, tax authorities may propose and could significantly alter the rules on international taxation of multinational and digital enterprises. Our results of operations and cash flows could be adversely affected by additional taxes of this nature imposed on us prospectively or retroactively or additional taxes or penalties resulting from the failure to comply with any collection obligations. The United States has threatened to impose retaliatory duties under Section 301 on imports from countriessustain adjustments that ~~adopt digital services taxes, which~~ could result in ~~increased trade tensions and potential retaliation by foreign governments against U.S. digital services or technologies, which could disrupt~~changes that may impact our ~~U.S. or international businesses.~~

~~We continue to examine the impact these and other~~mix of earnings in countries with differing statutory tax ~~reforms may have on our business. The impact of these and other tax reforms is uncertain and one or more of these or similar measures could seriously harm our business.~~

rates.

We have been, are currently, and may in the future be subject to regulatory inquiries, investigations, and proceedings, which could cause us to incur substantial costs or require us to change our business practices in a way that could seriously harm our business.

We have been, are currently, and may in the future be subject to investigations and inquiries from government entities. These investigations and inquiries, and our compliance with any associated regulatory orders or consent decrees, may require us to change our policies or practices, subject us to substantial monetary fines or other penalties or sanctions, result in increased operating costs, divert management’s attention, harm our reputation, and require us to incur significant legal and other expenses, any of which could seriously harm our business. ~~For example, in the past, we responded to requests for information made by staff from the SEC.~~

Risks Related to Ownership of Our Class A Common Stock

The dual class structure of our common stock ~~as contained in our amended and restated certificate of incorporation has the effect of concentrating~~concentrates voting control with those stockholders who held our stock prior to our initial public offering, including our executive officers, employees, and directors and their affiliates, and ~~limiting your~~limits the ability of holders of our Class A common stock to influence corporate matters.*

Our Class B common stock has 10 votes per share, and our Class A common stock has one vote per share. Our President and Chief Executive Officer, Anthony Wood, holds and controls the vote of a significant number of shares of our

outstanding common stock, and therefore Mr. Wood will have significant influence over our management and affairs and over all matters requiring stockholder approval, including election of directors and significant corporate transactions, such as a merger or other sale of Roku or our assets, for the foreseeable future. If Mr. Wood’s employment with us is terminated, he will continue to have the same influence over matters requiring stockholder approval.

In addition, the holders of Class B common stock collectively will continue to be able to control all matters submitted to our stockholders for approval even if their stock holdings represent less than ~~50%~~a majority of the outstanding shares of our common stock. Because of the 10-to-1 voting ratio between our Class B and Class A common stock, the holders of our Class B common stock collectively will continue to control a majority of the combined voting power of our common stock even when the shares of Class B common stock represent as little as 10% of all outstanding shares of our Class A and Class B common stock. This concentrated control will limit ~~your~~the ability of holders of our Class A common stock to influence corporate matters for the foreseeable future, and, as a result, the market price of our Class A common stock could be adversely affected.

Future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, which will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term. As a result of such transfers, as of March 31, ~~2021,~~2022, Mr. Wood controls a majority of the combined voting power of our Class A and Class B common stock even though he only owns ~~13%~~12% of the outstanding Class A and Class B common stock. As a board member, Mr. Wood owes a fiduciary duty to our stockholders and must act in good faith in a manner he reasonably believes to be in the best interests of our stockholders. As a stockholder, even a controlling stockholder, Mr. Wood is entitled to vote his shares in his own interests, which may not always be in the interests of our stockholders generally. This concentrated control could delay, defer, or prevent a change of control, merger, consolidation, or sale of all or substantially all of our assets that our other stockholders support, or conversely this concentrated control could result in the consummation of such a transaction that our other stockholders do not support. This concentrated control could also discourage a potential investor from acquiring our Class A common

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stock, which has limited voting power relative to the Class B common stock and might harm the trading price of our Class A common stock.

We have not elected to take advantage of the “controlled company” exemption to the corporate governance rules for companies listed on The Nasdaq Global Select Market.

The trading price of our Class A common stock has been, and may continue to be, volatile, and the value of our Class A common stock may decline.*

The market price of our Class A common stock has been and may continue to be subject to wide fluctuations in response to numerous factors, many of which are beyond our control, including:

•

~~actual or anticipated fluctuations in our financial condition and operating results;~~

•

~~changes in projected operational and~~•actual or anticipated fluctuations in our financial condition and operating results;

•changes in projected operational and financial results;•

~~loss by us of key content publishers;~~

•our loss of key content publishers;•

~~changes in laws or regulations applicable to our devices or platform;~~

•changes in laws or regulations applicable to our devices or platform;•

~~the commencement or conclusion of legal proceedings that involve us;~~

•the commencement or conclusion of legal proceedings that involve us;•

~~actual or anticipated changes in our growth rate relative to our competitors;~~

•

~~announcements of new products or services by us~~•actual or anticipated changes in our growth rate relative to our competitors;

•announcements of new products or services by us or our competitors;•

~~announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures;~~

•announcements by us or our competitors of significant acquisitions, strategic partnerships, or joint ventures;•

~~capital-raising activities or commitments;~~

•capital-raising activities or commitments;•

~~additions or departures of key personnel;~~

•additions or departures of key personnel;•

~~issuance of new or updated research or reports by securities analysts;~~

•issuance of new or updated research or reports by securities analysts;•

~~the use by investors or analysts of third-party data regarding our business that may not reflect our financial performance;~~

•the use by investors or analysts of third-party data regarding our business that may not reflect our financial performance;•

~~fluctuations in the valuation of companies perceived by investors to be comparable to us;~~

•fluctuations in the valuation of companies perceived by investors to be comparable to us;•

~~sales of our Class A common stock, including short selling of our Class A common stock;~~

•sales of our Class A common stock, including short selling of our Class A common stock;•

~~share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; and~~

•share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;•

~~general economic and market conditions.~~

•general economic and market conditions; and

•other events or factors, including those resulting from civil unrest, war, foreign invasions, terrorism, or public health crises, or responses to such events.

Furthermore, the stock markets frequently experience extreme price and volume fluctuations that affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political, and market conditions such as recessions, elections, interest rate changes, or international currency fluctuations, may negatively impact the market price of our Class A common stock. As a result of such fluctuations, you may not realize any

return on your investment in us and may lose some or all of your investment. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation or derivative litigation. ~~We may be the target~~For example, a stockholder has filed a derivative lawsuit, purportedly on our behalf, against certain members of ~~this type~~our Board of ~~litigation~~Directors and management in the ~~future, which~~Delaware Court of Chancery. Such litigation could result in substantial costs and divert our management’s attention from other business concerns.

Future sales and issuances of our capital stock or rights to purchase capital stock could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to decline.

We may issue additional securities in the future and from time to time. Future sales and issuances of our capital stock or rights to purchase our capital stock could result in substantial dilution to our existing stockholders. We may sell or issue Class A common stock, convertible securities, and other equity securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent transactions, investors may be materially diluted. New investors in such subsequent transactions could gain rights, preferences, and privileges senior to those of holders of our Class A common stock.

Future sales of shares by existing stockholders could cause our stock price to decline.

If our existing stockholders sell, or indicate an intention to sell, substantial amounts of our Class A common stock in the public market, the trading price of our Class A common stock could decline. All of our outstanding Class A shares are eligible for sale in the public market, other than shares and stock options exercisable held by directors, executive officers and other affiliates that are subject to volume limitations under Rule 144 of the Securities Act. In addition, we have

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reserved shares for future issuance under our equity incentive plan. Our directors, employees, ~~other service providers,~~ and ~~directors~~certain contingent workers are subject to our quarterly trading window, which generally opens at the start of the second full trading day after the public dissemination of our annual or quarterly financial results and closes (i) with respect to the first, second, and third quarter of each year, at the end of the fifteenth day of the last month of the such quarter and (ii) with respect to the fourth quarter of each year, at the end of the trading day on the Wednesday before Thanksgiving. These directors, employees, ~~service providers~~ and ~~directors~~contingent workers may also sell shares during a closed window ~~periods~~period pursuant to trading plans that comply with the requirements of Rule 10b5-1(c)(1) under the Exchange Act. When these shares are issued and subsequently sold, it ~~would be~~is dilutive to existing stockholders and the trading price of our Class A common stock could decline.

If securities or industry analysts do not publish research or publish unfavorable research about our business or if they downgrade our stock, our stock price and trading volume could decline.

A limited number of equity research analysts provide research coverage of our Class A common stock, and we cannot assure you that such equity research analysts will adequately provide research coverage of our Class A common stock. A lack of adequate research coverage may adversely affect the liquidity and market price of our Class A common stock. If securities or industry analysts cover our company and one or more of these analysts downgrades our stock or issues other unfavorable commentary or research, the price of our Class A common stock could decline. If one or more equity research analysts cease coverage of our company, or fail to publish reports on us regularly, demand for our stock could decrease, which in turn could cause our stock price or trading volume to decline.

We incur costs and demands upon management as a result of complying with the laws and regulations affecting public companies in the United States, which may harm our business.

As a public company listed in the United States, we incur significant legal, accounting, and other expenses. In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure, including ~~regulations implemented by the~~ SEC and The Nasdaq Global Select Market regulations, may increase legal and financial compliance costs and make some activities more time consuming. These laws, regulations, and standards are subject to varying interpretations and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. We ~~intend to~~ invest resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If, notwithstanding our efforts, we fail to comply with new laws, regulations, and standards, regulatory authorities may initiate legal proceedings against us, and our business may be harmed.

Failure to comply with these rules might also make it more difficult for us to obtain certain types of insurance, including director and officer liability insurance, and we might be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, on committees of our Board of Directors, or as members of senior management.

We do not intend to pay dividends in the foreseeable future.

We have never declared or paid any cash dividends on our Class A or Class B common stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings to grow our business and for general corporate purposes. Moreover, our outstanding Credit Agreement contains prohibitions on the payment of cash dividends on our capital stock. Accordingly, investors must rely on sales of their Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

Provisions inof our ~~corporate~~ charter documents and ~~under~~ Delaware law may prevent or frustrate attempts by our stockholders to change our management or hinder efforts to acquire a controlling interest in us, and the market price of our Class A common stock may be lower as a result.

There are provisions in our certificate of incorporation and bylaws that may make it difficult for a ~~third-party~~third party to acquire, or attempt to acquire, control of Roku, even if a change in control was considered favorable by our stockholders.

Our charter documents also contain other provisions that could have an anti-takeover effect, such as:

•

~~establishing a classified Board of Directors so that not all members of our Board of Directors are elected at one time;~~

•establishing a classified Board of Directors so that not all members of our Board of Directors are elected at one time;•

~~permitting the Board of Directors to establish the number of directors and fill any vacancies and newly created directorships;~~

•permitting the Board of Directors to establish the number of directors and fill any vacancies and newly created directorships;•

~~providing that directors may only be removed for cause;~~

•

~~prohibiting cumulative voting for directors;~~

Table of Contents

•providing that directors may only be removed for cause;•

~~requiring super-majority voting to amend some provisions in our certificate of incorporation and bylaws;~~

•prohibiting cumulative voting for directors;•

~~authorizing the issuance of “blank check” preferred stock that our Board of Directors could use to implement a stockholder rights plan;~~

•requiring super-majority voting to amend some provisions in our certificate of incorporation and bylaws;•

~~eliminating the ability of stockholders to call special meetings of stockholders;~~

•authorizing the issuance of “blank check” preferred stock that our Board of Directors could use to implement a stockholder rights plan;•

~~prohibiting stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders; and~~

•eliminating the ability of stockholders to call special meetings of stockholders;•

~~reflecting our two classes of common stock as described above.~~

•prohibiting stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders; and

•reflecting our two classes of common stock as described above.

Moreover, because we are incorporated in Delaware, we are governed by ~~the provisions of~~ Section 203 of the Delaware General Corporation Law, which ~~prohibit~~prohibits a person who owns 15% or more of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner. Any provision in our certificate of incorporation or our bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our Class A common stock and could ~~also~~ affect the price that some investors are willing to pay for our Class A common stock.

Our ~~amended and restated~~ certificate of incorporation provides that the Delaware Court of Chancery ofand the ~~State of Delaware and the~~U.S. federal district courts ~~of the United States of America~~ will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Our ~~amended and restated~~ certificate of incorporation provides that the Delaware Court of Chancery ~~of the State of Delaware~~ is the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law:

•

~~any derivative action or proceeding brought on our behalf;~~

•any derivative action or proceeding brought on our behalf;•

~~any action asserting a breach of fiduciary duty;~~

•any action asserting a breach of fiduciary duty;•

~~any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our amended and restated certificate of incorporation or our bylaws;~~

•any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our certificate of incorporation, or our bylaws; and•

~~or any action asserting a claim against us that is governed by the internal affairs doctrine.~~

•any action asserting a claim against us that is governed by the internal affairs doctrine.

This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims.

To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our ~~amended and restated~~ certificate of incorporation provides that the U.S. federal district courts ~~of the United States of America~~ will be the exclusive forum for resolving any complaint asserting a cause of

action arising under the Securities Act. In December 2018, the Delaware Chancery Court issued a ruling invalidating such provision, which we appealed to the Supreme Court of the State of Delaware. In March 2020, the Supreme Court of the State of Delaware reversed the ruling of the Delaware Chancery Court and held that the federal forum provision in our amended and restated certificate of incorporation is facially valid.

While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our ~~amended and restated~~ certificate of incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions.

These ~~exclusive-forum~~exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for certain disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees. If a court were to find either ~~exclusive-forum~~exclusive forum provision in our ~~amended and restated~~ certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving such action in other jurisdictions, all of which could harm our business.

Table of Contents

Item 2. Unregistered Sales of Equity Securities and Use of ~~Proceeds.~~

Proceeds

None.

Item 3. Defaults Upon Senior ~~Securities.~~

Securities

None.

Item 4. Mine Safety ~~Disclosures.~~

Disclosures

Not applicable.

Item 5. Other ~~Information.~~

Information

None.

Table of Contents

Item 6. ~~Exhibits.~~

Incorporation by reference
Exhibit
Number
Description
Form
SEC File No.
Exhibit
Filing Date

3.1
Amended and Restated Certificate of Incorporation of Roku, Inc.
8-K
001-38211
3.1
10/03/2017
3.2
Amended and Restated Bylaws of Roku, Inc.
S-1/A
333-220318
3.4
9/18/2017
4.1
Reference is made to Exhibits 3.1 through 3.2.

4.2
Form of Class A common stock certificate.
S-1/A
333-220318
4.1
9/18/2017
10.1
Equity Distribution Agreement, dated March 2, 2021, by and among Roku, Inc., Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and Evercore Group L.L.C.
8-K
001-38211
1.1
3/2/2021
10.2*#
Forms of Restricted Stock Unit Grant Notice and Award Agreement under 2017 Equity Incentive Plan

31.1*
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*
Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*
Inline XBRL Taxonomy Extension Schema Document

101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document

104
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, has been formatted in Inline XBRL.

#	~~Indicates management contract or compensatory plan, contract or agreement.~~

Exhibits

*	~~Filed herewith.~~

Incorporation by reference

Exhibit

Number

Description

Form

SEC File No.

Exhibit

Filing Date

Filed Herewith

3.1

Amended and Restated Certificate of Incorporation of Roku, Inc.

8-K

001-38211

3.1

10/03/2017

3.2

Amended and Restated Bylaws of Roku, Inc.

S-1/A

333-220318

3.4

9/18/2017

4.1

Reference is made to Exhibits 3.1 through 3.2.

4.2

Form of Class A common stock certificate

S-1/A

333-220318

4.1

9/18/2017

10.1

Third Amendment to Coleman Highline Office Lease by and between Roku, Inc. and Cap Phase 1, LLC dated September 29, 2020 (1155 Coleman Ave)

10.2

Third Amendment to Coleman Highline Office Lease by and between Roku, Inc. and Cap Oz 34, LLC dated June 4, 2020 (1173/1167/1161 Coleman Ave)

10.3

Fou rth Amendment to Coleman Highline Office Lease by and between Roku, Inc. and BCORE Coleman Owner LLC dated April 8 , 2022 (1155 Coleman Ave)

31.1

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, has been formatted in Inline XBRL.

* These exhibits are furnished with this Quarterly Report ~~on Form 10-Q~~ and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of Roku, Inc. under the Securities Act of 1933, as amended, or the Securities and Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filings.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the registrant has duly caused this ~~report~~Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.

~~Roku, Inc.~~

Roku, Inc.

Date: ~~May 7, 2021~~

April 29, 2022

By:

/s/ Anthony Wood

Anthony Wood

President and Chief Executive Officer

(Principal Executive Officer)

Date: ~~May 7, 2021~~

April 29, 2022

By:

/s/ Steve Louden

Steve Louden

Chief Financial Officer

(Principal Financial and Accounting Officer)


Delaware						26-2087865
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)



Title of Each Class:	Trading Symbol(s):	Name of Exchange on Which Registered:
Class A Common Stock, $0.0001 par value	~~“ROKU”~~ ROKU	The Nasdaq Global Select Market

	~~Page~~
~~PART I.~~	~~FINANCIAL INFORMATION~~	1 Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Comprehensive Income (Loss)	3
	Condensed Consolidated Statements of Stockholders’ Equity	3 4
	Condensed Consolidated Statements of Cash Flows	4 5
	Notes to ~~Unaudited~~ Condensed Consolidated Financial Statements	5 7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20 23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31
PART II.	OTHER INFORMATION	32
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	69 67
Item 3.	Defaults Upon Senior Securities	69 67
Item 4.	Mine Safety Disclosures	69 67
Item 5.	Other Information	69 67
Item 6.	Exhibits	70 68
Signatures		71 69

Supplemental disclosures of cash flow information:
Cash paid for interest	$	647	$	1,067
Cash paid for income taxes	$	277	$	238
Supplemental disclosures of noncash investing and financing activities:
Unpaid portion of property and equipment purchases	$	2,860	$	14,148
Unpaid portion of acquisition related expenses	$	1,595	$	—
Unpaid portion of purchased intangibles	$	—	$	400
Unpaid portion of at-the-market offering costs	$	105	$	—


	Three Months Ended
	March 31, 2022		March 31, 2021
Supplemental disclosures of cash flow information:
Cash paid for interest	$	656	$	647
Cash paid for income taxes	$	511	$	277
Supplemental disclosures of non-cash investing and financing activities:
Unpaid portion of property and equipment purchases	$	3,413	$	2,860
Unpaid portion of acquisition-related expenses	$	—	$	1,595
Unpaid portion of at-the-market issuance costs	$	—	$	105


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	As of
	March 31, 2021			December 31, 2020
Assets
Current Assets:
Cash and cash equivalents	$	2,077,514		$	1,092,815
Restricted cash		83			434
Accounts receivable, net of allowances of $28,256 and $41,236 as of		496,173			523,852
March 31, 2021 and December 31, 2020, respectively
Inventories		41,246			53,895
Prepaid expenses and other current assets		134,375			26,644
Total current assets		2,749,391			1,697,640
Property and equipment, net		155,001			155,197
Operating lease right-of-use assets		265,237			266,197
Intangible assets, net		79,255			62,181
Goodwill		125,684			73,058
Other non-current assets		112,577			16,269
Total Assets	$	3,487,145		$	2,270,542
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	96,468		$	112,314
Accrued liabilities		477,402			347,668
Current portion of long-term debt		6,125			4,874
Deferred revenue, current portion		48,121			55,465
Total current liabilities		628,116			520,321
Long-term debt, non-current portion		87,398			89,868
Deferred revenue, non-current portion		22,618			21,283
Operating lease liability, non-current portion		303,159			307,936
Other long-term liabilities		4,542			3,119
Total Liabilities		1,045,833			942,527
Commitments and contingencies (Note 12)
Stockholders’ Equity:
Common stock, $0.0001 par value		13			13
Additional paid-in capital		2,697,380			1,660,379
Accumulated other comprehensive income		29			29
Accumulated deficit		(256,110	)		(332,406	)
Total stockholders’ equity		2,441,312			1,328,015
Total Liabilities and Stockholders’ Equity	$	3,487,145		$	2,270,542

	Three Months Ended
	March 31, 2021			March 31, 2020
Balance, beginning of period	$	(4,181	)	$	(1,140	)
Impact of adoption of ASU 2016-13		—			(1,066	)
Adjusted balance, beginning of period		(4,181	)		(2,206	)
Provision for doubtful accounts		54			(3,788	)
Adjustments for recovery and write-off		—			1,035
Balance, end of period	$	(4,127	)	$	(4,959	)


	Estimated Fair Value		Estimated Weighted-Average Useful Lives (in years)
Developed technology	$	11,000	5.9
IPR&D technology	7,500		0
Estimated fair value of acquired intangible assets	$	18,500	5.9


	Estimated Fair Value		Estimated Useful Lives (in years)		Estimated Fair Value		Estimated Weighted-Average Useful Lives (in years)
Tradename	$	20,000	10	Tradename	$	20,000	10.0
Customer relationships		700	4	Customer relationships	700		4.0
Estimated fair value of acquired intangible assets	$	20,700		Estimated fair value of acquired intangible assets	$	20,700	9.8

	Carrying Value
Balance as of December 31, 2020	$	73,058
Additions:
This Old House acquisition		47,626
Other immaterial acquisitions		5,000
Balance as of March 31, 2021	$	125,684


	As of March 31, 2021										As of March 31, 2022
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted-Average Useful Lives (in years)			Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted-Average Useful Lives (in years)
Developed technology	$	62,367	$	(16,082	)	$	46,285		5.9	Developed technology	$	73,367	$	(28,362)	$	45,005	5.9
Customer relationships		14,100		(4,752	)		9,348		4.0	Customer relationships	14,100		(8,277)		5,823		4.0
Tradename		20,400		(466	)		19,934		9.8	Tradename	20,400		(2,466)		17,934		9.8
Patents		4,076		(388	)		3,688		14.0	Patents	4,076		(679)		3,397		14.0
Intangible assets	$	100,943	$	(21,688	)	$	79,255
Intangible assets subject to amortization										Intangible assets subject to amortization	111,943		(39,784)		72,159		6.7
IPR&D technology										IPR&D technology	7,500		—		7,500
Total Intangible assets										Total Intangible assets	$	119,443	$	(39,784)	$	79,659


	As of December 31, 2020										As of December 31, 2021
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted-Average Useful Lives (in years)			Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted-Average Useful Lives (in years)
Developed technology	$	62,367	$	(13,439	)	$	48,928		5.9	Developed technology	$	73,367	$	(25,350)	$	48,017	5.9
Customer relationships		13,400		(3,908	)		9,492		4.0	Customer relationships	14,100		(7,395)		6,705		4.0
Tradename		400		(400	)		—		0.5	Tradename	20,400		(1,966)		18,434		9.8
Patents		4,076		(315	)		3,761		14.0	Patents	4,076		(606)		3,470		14.0
Intangible assets	$	80,243	$	(18,062	)	$	62,181
Intangible assets subject to amortization										Intangible assets subject to amortization	111,943		(35,317)		76,626		6.7
IPR&D technology										IPR&D technology	7,500		—		7,500
Total Intangible assets										Total Intangible assets	$	119,443	$	(35,317)	$	84,126


Year Ending December 31,			Year Ending December 31,
2021 (remaining 9 months)	$	12,153
2022		15,896
2022 (remaining 9 months)			2022 (remaining 9 months)	$	13,278
2023		15,338	2023	17,066
2024		12,546	2024	14,275
2025		10,794	2025	12,571
2026			2026	4,074
Thereafter		12,528	Thereafter	10,895
Total	$	79,255	Total	$	72,159

~~Delaware~~		~~26-2087865~~


Year Ending December 31,	Operating Leases			Year Ending December 31,	Operating Leases
2021 (remaining 9 months)	$	35,113
2022		48,126
2022 (remaining 9 months)				2022 (remaining 9 months)	$	42,216
2023		48,287		2023	66,166
2024		47,238		2024	64,539
2025		46,910		2025	68,737
2026				2026	69,013
Thereafter		204,271		Thereafter	273,507
Total future lease payments		429,945		Total future lease payments	584,178
Less: imputed interest		(78,085	)	Less: imputed interest	(84,730)
Less: expected tenant improvement allowance		(15,986	)	Less: expected tenant improvement allowance	(12,060)
Total	$	335,874		Total	$	487,388


	As of March 31, ~~2021~~	2022
Common stock awards granted under equity incentive plans	12,291	~~11,457~~
Common stock awards available for issuance under the 2017 Employee Stock Purchase Plan * (1)	5,089	~~5,089~~
Common stock awards available for issuance under the 2017 Equity Incentive Plan	30,103	~~27,847~~
Total reserved shares of common stock	47,483	~~44,393~~

	Number of Shares			Weighted Average Grant Date Fair Value Per Share
Balance, December 31, 2020		4,355		$	92.91
							Number of Shares	Weighted-Average Grant Date Fair Value per Share
Balance as of December 31, 2021						Balance as of December 31, 2021	3,286	$	169.76
Awarded		97			384.11	Awarded	3,796	140.48
Released		(387	)		71.77	Released	(395)	99.76
Forfeited		(71	)		112.86	Forfeited	(136)	160.81
Balance, March 31, 2021 – outstanding		3,994		$	101.66
Balance as of March 31, 2022						Balance as of March 31, 2022	6,551	$	157.20

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Weighted Average Grant Date Fair Value Per Share		Aggregate Intrinsic Value
Balance, December 31, 2020		8,733		$	26.19		5.7		—
Granted		10			413.11		—	$	154.43
Exercised		(1,276	)		5.25		—		—
Forfeited and expired		(4	)		7.57		—		—
Balance, March 31, 2021 - outstanding		7,463		$	30.31		5.8		—	$	2,206,030

Options exercisable at March 31, 2021		5,311		$	9.47		4.9		—	$	1,680,001


	Number of Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Balance as of December 31, 2021	6,174	$	51.87	5.8
Granted	5	159.94		—
Exercised	(439)	7.64		—
Forfeited and expired	—	—		—
Balance as of March 31, 2022	5,740	$	55.34	5.7	$	487,095

Options exercisable as of March 31, 2022	4,258	$	17.59	4.9	$	464,702

	~~Three Months Ended~~
	~~March 31, 2021~~		~~March 31, 2020~~
~~Expected term (in years)~~	~~5.0 - 6.0~~			~~5.0~~
~~Risk-free interest rate~~	~~0.36 - 0.80%~~		~~0.88 - 1.67%~~
~~Expected volatility~~	~~38.3 - 39.0%~~			~~36.0~~	%
~~Dividend rate~~		—		—


Year Ending December 31,
2022 (remaining 9 months)	$	195,594
2023	118,531
2024	66,949
2025	39,535
2026	10,713
Thereafter	13,362
Total content obligations	$	444,684




Quarter	Published SHs	Revised SHs	SHs % Delta	Published YoY	Revised YoY
2017 Q1	3.3B	3.2B	-0.5%	63.4%	NA
2017 Q2	3.5B	3.5B	-0.4%	60.0%	NA
2017 Q3	3.8B	3.8B	-0.4%	57.8%	NA
2017 Q4	4.3B	4.3B	-0.2%	55.3%	NA
2018 Q1	5.1B	5.1B	-0.5%	56.0%	56.1%
2018 Q2	5.5B	5.4B	-0.5%	57.2%	57.0%
2018 Q3	6.2B	6.1B	-0.7%	62.7%	62.1%
2018 Q4	7.3B	7.1B	-2.2%	68.6%	65.2%
2019 Q1	8.9B	8.4B	-5.4%	74.1%	65.5%
2019 Q2	9.4B	8.8B	-6.0%	72.1%	62.6%
2019 Q3	10.3B	9.6B	-6.5%	67.6%	57.9%
2019 Q4	11.7B	10.9B	-6.3%	60.2%	53.7%
2020 Q1	13.2B	12.3B	-7.0%	49.3%	46.8%

Year	Published SHs	Revised SHs	SHs % Delta	Published YoY	Revised YoY
2017	14.8B	14.8B	-0.4%	58.8%	NA
2018	24.0B	23.7B	-1.1%	61.7%	60.5%
2019	40.3B	37.8B	-6.1%	67.8%	59.3%

	Payments Due by Period
	Total		Less Than 1 Year		1 – 3 Years		3 – 5 Years		More Than 5 Years
Term Loan A Facility (1)	$	93,750	$	6,250	$	87,500	$	—	$	—
Purchase commitments (2)		239,362		239,362		—		—		—
Operating lease obligations (3)		429,945		47,136		96,363		94,155		192,291
Other obligations (4)		94,479		59,342		33,227		1,910		—
Total	$	857,536	$	352,090	$	217,090	$	96,065	$	192,291

		Incorporation by reference
Exhibit Number	Description	Form	SEC File No.	Exhibit	Filing Date

3.1	Amended and Restated Certificate of Incorporation of Roku, Inc.	8-K	001-38211	3.1	10/03/2017
3.2	Amended and Restated Bylaws of Roku, Inc.	S-1/A	333-220318	3.4	9/18/2017
4.1	Reference is made to Exhibits 3.1 through 3.2.
4.2	Form of Class A common stock certificate.	S-1/A	333-220318	4.1	9/18/2017
10.1	Equity Distribution Agreement, dated March 2, 2021, by and among Roku, Inc., Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and Evercore Group L.L.C.	8-K	001-38211	1.1	3/2/2021
10.2*#	Forms of Restricted Stock Unit Grant Notice and Award Agreement under 2017 Equity Incentive Plan
31.1*	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, has been formatted in Inline XBRL.